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ReposiTrak, Inc.

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FY2013 Annual Report · ReposiTrak, Inc.
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Holdings PLC

REPORT AND FINANCIAL 
STATEMENTS

for the year ended 31 March 2013

OVERVIEW

We are a leading Fleet Management solutions provider, with 
headquarters in Shaftesbury, Dorset. Fundamenatally a UK based 
company, we are now rapidly expanding into Europe and the rest 
of the World by increasing focus on integrated solutions through our 
SWIFT product - establishing a growing base of recurring revenue.

Financial Highlights 
  Revenue £4.75m (2012: £5.22m)
  Recurring revenues up by 9.9% to an annualised £2.15m
  Gross profit margin up to 71.9% (2012: 63.7%)
  EBITDA £0.31m (2012: £0.36m)
  Profit before tax £0.04m (2012: £0.08m) 
  Cash balances up 29.2% to £1.41m at year end
  Net assets increased to £2.52m (2012: £2.38m)

Operational Highlights
  Investment for Growth strategy successfully implemented
  Successful transition to recurring revenue business model
  Strong year for new product and service launches, including:
   • Trakm8 ecoN, Logistics, and Tacho Telematics Solutions 
  Encouraging order pipeline and sales opportunities 
  Expanding range of international opportunities
  Completion of product transfer agreement with Visilink

Current trading Highlights
  Investments in new products and sales resource expected to          
positively impact the second half of new financial year and beyond 
  Successful integration of Visilink customers
  Year to date revenues are 23% ahead of last year

Monthly Recurring Revenue (£’s)

Year End
31 March 2013

Revenue (£’s)

4.75m

(2012: £5.22m)

Gross profit margin (%)

71.9%

(2012: 63.7%)

Profit before tax (£’s)

0.04m

(2012: £0.08m)

Net Assets (£’s)

2.52m

(2012: £2.38m)

200,000

150,000

100,000

50,000

0

2

 2009   

        2010 

   2011    

        2012                       2013   

Company Number 05452547                                                      Holdings PLCHoldings PLC 
Percentage share of 
revenue between core 
business areas

Percentage share of 
revenue between 
geographical 
business areas

CORE AREAS OF BUSINESS

Solutions:

64%

£3,035,466

Products:

28%

£1,308,627

• Software, servers and web-based portal
• Recurring contracts

• Products hardware 
• Product functionality key point of differentiator

Engineering Services: 

8%

£405,823

• Telematic consultancy work (this can also act as a          
   lead generator for SWIFT/Products sales)

WORLDWIDE DISTRIBUTION

UK

73%

£3,465,740

Europe

14%

£679,576

Rest of 
World

13%

£604,600

CONTENTS

4

5

6

8

12

Officers and Advisers

Chairman’s Statement

CEO’s Statement

Directors’ Report

Statement of Directors’ 
Responsibilities

13

14

15

16

Independent Auditors’ Report 
to the members of Trakm8 
Holdings PLC

Consolidated Statement of 
Comprehensive Income

Consolidated Statement 
of Changes in Equity

Consolidated Statement 
of Financial Position

17

18

42

43

Consolidated Statement 
of Cash Flows

Notes to the Consolidated 
Financial Statements

Parent Company Balance Sheet

Notes to the Parent Company 
Financial Statements

 2009   

        2010 

   2011    

        2012                       2013   

3

Holdings PLCHoldings PLCCompany Number 05452547                                                       
 
OFFICERS AND ADVISERS

DIRECTORS
C D Buck
M Cowley 
T Cowley 
J Hedges
J Watkins
P Wilson 

SECRETARY
J Hedges 

REGISTERED OFFICE
Lydden House
Wincombe Business Park
Shaftesbury
Dorset
SP7 9QJ

BANKERS
HSBC Bank plc
HSBC House
Mitchell Way
Southampton
SO18 2XU

AUDITOR
Milsted Langdon LLP
Winchester House
Deane Gate Avenue
Taunton
TA1 2UH

NOMAD and BROKER
finnCap Limited
60 New Broad Street
London
EC2M 1JJ

FINANCIAL PUBLIC RELATIONS
MHP Communications
60 Great Portland Street
London
W1W 7RT

4

Company Number 05452547                                                      Holdings PLCHoldings PLC 
 
 
 
 
 
 
CHAIRMAN’S STATEMENT

I am pleased to report that Trakm8’s strategy of reinvesting in 
the business in order to drive long term growth is bearing fruit. 

Trakm8 has successfully introduced a number of new products 
and software solutions that have been well received by the market. 

The strength of the Trakm8 financial model where little profit is 
taken on the original sales is demonstrated by the improvement in 
cash balances to £1.41m and rising recurring revenues which 
continues to be the key focus of our strategy.

I am encouraged by the outlook for the business. The Group is well 
positioned with a strong balance sheet in a growing market. With the 
increasingly advanced solutions offered by the Company’s technology, 
I am confident that the business will continue to grow profitably and 
take advantage of opportunities as and when they arrive.

As announced separately, I have decided to step down after 
seven years as Chairman and non-executive Director of Trakm8.  
John Watkins, currently our Chief Executive, has become Executive 
Chairman, a new role.  At the same time we are appointing Keith Evans, 
a former partner of PricewaterhouseCoopers, as non-executive director.  
It has been a pleasure contributing to the development of the Trakm8 
story and I am confident that its future is bright and secure.      

Dawson Buck
Chairman

5

Holdings PLCHoldings PLCCompany Number 05452547                                                      CEO’S STATEMENT

I am pleased with the progress summarised in the 
Chairman’s Statement.

The decision was taken last year and implemented 
early in the second half, to make a game changing 
investment in engineering, sales and support staff.  
This increased our operating costs by approximately 
£50,000 per month. This decision has also 
negatively impacted the profit and loss during the 
period as our revenues have as expected lagged 
these investments.

Due to delays on some product sales which took 
longer to complete than expected, overall revenues 
declined somewhat; although disappointing, this is 
a reflection of the increased emphasis on solutions 
sales and engineering services. The transition from 
the hardware supplier Trakm8 was five years ago 
to the full solutions supplier of today has made the 
revenue line move from one off sales today to long 
term recurring service revenues. As a result the top 
line can be strongly influenced by individual major 
contracts but the underlying revenue security of the 
Group continues to improve. 

Trakm8 has enjoyed a significant improvement in 
sales of complete solutions and engineering services 
during the period. This has resulted in strong growth 
in recurring revenues and higher margins. 

The Group revenues are accounted for in three 
segments:

Products 
This is the segment where Trakm8 supplies other 
Telematics Service Providers with hardware 
solutions. In most cases this also includes our market 
leading unit configuration firmware. This has been 
a year of transition. Many of our UK customers 
for our products in the past have migrated to 
alternative suppliers that do not compete with them 
in the solutions market. This migration is perhaps a 
validation of our success in competing at the end 
user level.

Following the appointment of an International 
Business Development Manager early in the 
year, we have increased our international sales of 
hardware. This has taken some time to build traction 
as customers conduct extensive trials to ensure 
that the hardware meets their requirements. New 
customers have started to buy units from us in 
North and South America. Overall, the total number 
of units sold to third parties declined during the 

year, but the trend towards year-end was positive. 
The highlight of the year was the significant sales of 
hardware to Motorola as announced on 2 July 2012.

Whilst the sales of hardware to third party 
integrators help us to ensure our manufactured cost 
of products are as low as can be achieved, these 
revenues are at lower margins and have no on-going 
recurring revenues. As such they remain important 
to us but not the most strategically important 
segment.

Solutions 
This segment is where Trakm8 supplies customers 
with a fully integrated service provision. Customers 
include the AA, E.ON and Jewson. This solution is 
also provided through a partner in South Africa. 

The number of units reporting to Swift has 
continued to grow steadily throughout the year and 
this has increased the base of recurring monthly 
revenue, which provides the improved security 
and predictability to future income. By the end of 
the financial year the monthly recurring revenue 
had increased by 9.9% on the previous year to an 
annualised £2.15m. The majority of these revenues 
are not taken as upfront payments ensuring our 
cash receipts are close to sales booked. 

We were pleased to announce on 25 April 2013 
the completion of a product transfer agreement 
with Visilink, a Cheshire based Telematics Service 
Provider. Under the agreement Visilink’s entire 
customer base was offered the opportunity to 
transfer to our Swift solution. This process proved 
that we could communicate with third party 
hardware via our Stream servers. No revenues 
accrued during the year to March 2013 but we 
expect over 500 units to eventually migrate onto 
Swift, providing a lift in recurring revenues for the 
new financial year.

During the year the Company enhanced the 
engineering investments in new solutions and 
launched updated versions of Swift and ecoN.  We 
also launched a new fleet management routing and 
scheduling package called Logistics. This package 
has three early adopters and has an encouraging 
number of other inquiries.

Another new product developed during the year but 
launched in the last month is the Tachograph range 
of solutions that integrate the digital tachograph 
information into mobile applications for driver and 

6

Company Number 05452547                                                      Holdings PLCHoldings PLCCEO’S STATEMENT (continued)

operator status reporting and provide operators 
with the legal compliance data required to meet the 
driver hours regulations. Again early adopters have 
expressed positive feedback and the pipeline of 
opportunities is growing.

The new solutions and agreements we have 
announced since the year end will provide additional 
revenues and opportunities in the current financial 
year and after the first two months of trading our 
revenues are ahead of last year. 

With our strong balance sheet, good cash 
generation, and robust business model Trakm8 is in 
a position to consider augmenting growth through 
selective acquisitions alongside our current organic 
growth strategy. Any acquisition will need to meet 
our narrow market segment objectives and financial 
criteria. 

Finally, I would like to thank all the Trakm8 staff for 
their tremendous hard work over the past twelve 
months.

John Watkins
CEO

We have also undertaken a considerable amount 
of development to white label our ecoN solution 
for a new customer. This has been a considerable 
engineering task and no solutions revenues were 
derived during the period. There are, however, good 
opportunities as a result of this development.  It is 
encouraging that this product is taking market share 
from more established competitors.

The Solutions segment is the core value enhancing 
activity of the Group and, overall our revenues grew 
by 9.3% during the period.

Engineering Services 
This is the segment where Trakm8 undertakes 
bespoke software development for customers. The 
customer specific application engineering has been 
a major feature of the product development team as 
the larger customers have demanded their particular 
requirements. This has also helped improve our core 
products. 

These engineering projects provide profitable 
consultancy activities in themselves, but also 
help to integrate customers to Trakm8 solutions, 
and provide on-going support and maintenance 
revenues.
Projects for Jewson, St Gobain and others have been 
undertaken in the past 12 months and whilst this 
activity remains a small percentage of the Group 
revenues it is considered a key differentiator, skill 
and value added capability.

This segment increased by £0.19m over the previous 
year to £0.41m.

Outlook
The Board is confident that our investments in new 
products and sales resources will positively impact 
the second half of new financial year and beyond. 
In the meantime we have a strong pipeline of new 
products and solutions and we are confident that 
our recurring revenues will carry on growing.  We 
continue to receive inquiries for increasing levels of 
engineering services work.

7

Holdings PLCHoldings PLCCompany Number 05452547                                                       
DIRECTOR’S REPORT

The Directors submit their report and financial 
statements of Trakm8 Holdings PLC for the year 
ended 31 March 2013.

Trakm8 Holdings PLC is a public listed company 
incorporated and domiciled in England (Company 
Number 05452547) whose shares are quoted on 
AIM, a market operated by the London Stock 
Exchange plc.

PRINCIPAL ACTIVITIES
The principal activities of the Trakm8 Group are the 
manufacture, marketing and distribution of vehicle 
telematics equipment and services. Trakm8 Holdings 
PLC is the holding company for the Trakm8 Group.

REVIEW OF THE BUSINESS
The review of the business is contained in the 
Chairman’s and CEO’s Statement on pages 5 to 7.   

RESULTS AND DIVIDENDS
The Group results for the year ended 31 March 2013 
are shown in the Consolidated Statement of 
Comprehensive Income on page 14. The Directors do 
not recommend the payment of a dividend.

FUTURE DEVELOPMENTS
Future developments of the business is contained 
in the Chairman’s and CEO’s Statement on 
pages 5 to 7.   

RESEARCH AND DEVELOPMENT
The Board considers that the Group’s research 
and development activity plays an important role 
in the operational and financial success of the 
business.  During the year we announced a 
strategic investment in our research and 
development activities in order to further 
enhance the Group’s development resources
and products for future years.

KEY PERFORMANCE INDICATORS
The key performance indicators used to assess the 
performance and financial status of the Group are as 
follows:-

1.   Operating profit. The Group produced an 
     operating profit of £39,577 compared to last 
     year’s operating profit of £88,345.  The decrease 
     in operating profit was as a result of our                   
     investment in sales, marketing and 
     engineering activities.

2.  Borrowings. The Group monitors its cash and        
     borrowings position and updates cash flow          
     forecasts for the following twelve months on a    
     daily basis. During the year total borrowings 
     decreased from £219,316 to £163,083 at 
     the year end.  

3.  Customer services. A weekly analysis is 
     undertaken of outstanding customer service 
     cases to ensure compliance with our service 
     level agreements.

4.  Credit control. All overdue accounts are 
     reviewed and where necessary contacted on 
     a weekly basis.

GOING CONCERN
The Directors confirm that they are satisfied that 
the Group has adequate resources and facilities to 
continue in business for the foreseeable future.  
For this reason they continue to adopt the going 
concern basis in preparing the financial statements.

DIRECTORS 
The following Directors have held office during the 
year:

  C D Buck  
  M Cowley 
  T Cowley 
  J Hedges 
  J Watkins 
  P Wilson 

8

Company Number 05452547                                                      Holdings PLCHoldings PLC 
 
 
DIRECTOR’S REPORT (continued)

DIRECTORS AND THEIR INTERESTS
The present members of the Board are as listed on page 4. The Directors’ interests in the shares of the 
Company are detailed below:-

1p ordinary shares
At 31 March 2013

% of issued
ordinary share 
capital (18,864,731 
ordinary shares)

1p ordinary shares
At 1 Apr 2012 or on 
subsequent date 
of appointment

% of issued
ordinary share 
capital (18,764,731 
ordinary shares)

641,994

1,269,203

1,534,002

1,470,808

4,581,162

555,512

3.37%

6.66%

8.05%

7.72%

24.05%

2.86%

541,994

1,194,203

1,459,002

1,171,025

3,852,738

420,512

2.87%

6.33%

7.73%

6.21%

20.42%

2.23%

C D Buck

M Cowley

T Cowley

J Hedges

J Watkins

P Wilson

The Directors had no interest in the share capital of the Company’s subsidiary undertakings at 31 March 2013 
or on the date on which these financial statements were approved.

Directors’ Remuneration
The Directors’ remuneration for the year ended 31 March 2013 was:

Audited

D Buck

M Cowley

T Cowley

J Hedges

J Watkins

P Wilson

Total

Salaries &
 Fees

Bonuses

Benefits

Share 
Options

£

35,000

78,925

82,106

82,106

£

-

893

929

929

101,656

75,338  

455,131

7,749

852

11,352

£

-

5,581

5,581

5,770

11,047

9,429

37,408

£

748

2,243

2,243

2,990

4,110

2,243

14,577

Total
31 March 
2013        
 £

Total
31 March
 2012            
 £

35,748

87,642

90,859

91,795

124,562

87,862

518,468

35,000

81,712

84,798

84,723

84,769

83,094

454,096

9

Holdings PLCHoldings PLCCompany Number 05452547                                                      DIRECTOR’S REPORT (continued)

Directors’ Share Options
At 31 March 2013 the following options had been granted to the Company’s Directors and remain current and 
unexercised:

Option 
exercise 
price

Balance as 
at 31 March 
2012

Granted 
during 
year

Exercised 
during 
year

Expired/ 
forfeited 
during 
year

Balance as 
at 31 March 
2013

Expiry 
date

£0.06

£0.13

£0.06

£0.13

£0.06

£0.13

£0.13

£0.06

£0.13

£0.06

£0.13

100,000

-

(100,000)

-

50,000

-

75,000

-

(75,000)

-

150,000

-

75,000

-

(75,000)

-

-

150,000

200,000

-

-

200,000

-

(200,000)

-

275,000

-

100,000

-

(100,000)

-

150,000

-

-

-

-

-

-

-

-

-

-

-

-

-

-

50,000

30/07/22

-

-

150,000

30/07/22

-

-

150,000

30/07/22

200,000

30/07/22

-

-

275,000

30/07/22

-

-

150,000

30/07/22

D Buck

M Cowley

T Cowley

J Hedges

J Watkins

P Wilson

The Group provides indemnity cover for the Directors.

10

Company Number 05452547                                                      Holdings PLCHoldings PLCDIRECTOR’S REPORT (continued)

STATEMENT AS TO DISCLOSURE OF 
INFORMATION TO THE AUDITOR
The Directors who were in office on the date of 
approval of these financial statements have 
confirmed, as far as they are aware, that there is no 
relevant audit information of which the auditor is 
unaware. Each of the Directors has confirmed that 
they have taken all the steps that they ought to 
have taken as Directors in order to make themselves 
aware of any relevant audit information
and to establish that it has been communicated 
to the auditor.

AUDITORS
A resolution to reappoint Milsted Langdon LLP, 
Chartered Accountants, as auditors, will be put to 
the members at the annual general meeting.

By approval of the Board on 28 June 2013.

J Hedges
Secretary

SUPPLIERS PAYMENT POLICY
It is the Group’s policy to establish payment 
terms with suppliers and to adhere to those 
terms, provided that the goods and services are 
in accordance with the agreed terms and conditions.  
Trade payables for the parent company at the year 
end represented 68 days of purchases 
(2012: 45 days).

EMPLOYMENT POLICY
During the year, the Group has consulted with 
employees in matters likely to affect their interests 
and is committed to involving them in the 
performance and development of the Group. 

DISABLED EMPLOYEES
The Group gives full consideration to applications 
for employment from disabled persons where the 
requirements of the job can be adequately fulfilled 
by a disabled person.

Should existing employees become disabled, it is 
the Group’s policy wherever practicable to provide 
continuing employment under normal terms and 
conditions and to provide training, career 
development and promotion to such employees 
as appropriate.

PRINCIPAL RISKS AND UNCERTAINTIES
The following are identified as the principle risks and 
uncertainties facing the Group:-

Technology risk - The Group invests in research and 
development to enable the delivery of new and 
enhanced products and services.

Liquidity risk - The Group operates a long-term 
business, and its policy is to finance it primarily 
with equity and short to medium-term borrowings. 
Short-term flexibility is achieved by cash balances 
and overdraft facilities.

Credit risk - The Group aims to minimise its 
exposure to credit risk through a mixture of credit 
insurance, credit limits and credit checks on new 
customers.

Foreign currency risk - Historically the Group has 
not used hedging instruments to minimise currency 
risk as the exposure is limited. If foreign currency 
exposure increases, the use of foreign currency 
hedging instruments will be reviewed as necessary. 

11

Holdings PLCHoldings PLCCompany Number 05452547                                                      STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN 
THE PREPARATION OF FINANCIAL STATEMENTS

The Directors are responsible for preparing the 
Directors’ Report and the financial statements in 
accordance with applicable law and regulations.

Company law requires the Directors to prepare 
Group and Company financial statements for each 
financial year.  The Directors are required by the 
AIM Rules of the London Stock Exchange to 
prepare group financial statements in accordance 
with International Financial Reporting Standards 
(“IFRS”)  as adopted by the European Union (“EU”) 
and have elected under company law to prepare the 
Company financial statements in accordance with 
United Kingdom Generally Accepted Accounting 
Practice (United Kingdom Accounting Standards 
and applicable law).

The Group financial statements are required by law 
and IFRS adopted by the EU to present fairly the 
financial position and performance of the Group; 
the Companies Act 2006 provides in relation to such 
financial statements that references in the relevant 
part of that Act to financial statements giving a true 
and fair view are references to their achieving a fair 
presentation.

Under company law the Directors must not approve 
the financial statements unless they are satisfied that 
they give a true and fair view of the state of affairs 
of the Group and the Company and of the profit or 
loss of the Group for that period. 

In preparing each of the Group and Company 
financial statements, the Directors are required to:

a.   

select suitable accounting policies and then 
apply them consistently;

b.   

make judgements and accounting estimates 
that are reasonable and prudent;

c.

for the Group financial statements, state 
whether they have been prepared in 
accordance with IFRS adopted by the EU 
and for the Company financial statements 
state whether applicable UK accounting 
standards have been followed, subject to any 
material departures disclosed and explained 
in the Group and Company financial 
statements; and

d.  

prepare the financial statements on the 
going concern basis unless it is inappropriate 
to presume that the Group and the Company 
will continue in business.

The Directors are responsible for keeping adequate 
accounting records that are sufficient to show and 
explain the Group’s and the Company’s transactions 
and disclose with reasonable accuracy at any time 
the financial position of the Group and the Company 
and enable them to ensure that the financial 
statements comply with the Companies Act 2006.  
They are also responsible for safeguarding the assets 
of the Group and the Company and hence for taking 
reasonable steps for the prevention and detection of 
fraud and other irregularities.

The Directors are responsible for the maintenance 
and integrity of the corporate and financial 
information included on the Trakm8 Holdings 
PLC website.

Legislation in the United Kingdom governing 
the preparation and dissemination of financial 
statements may differ from legislation in other 
jurisdictions.

We have audited the financial statements of Trakm8 
Holdings PLC for the year ending 31st March 2013 
which comprise the Consolidated Statement of 
Comprehensive Income, the Consolidated Statement 
of Changes in Equity, the Consolidated Statement 
of Financial Position, the Consolidated Statement 
of Cash Flows, the Parent Company Balance Sheet 
and the related Notes.  The financial reporting 
framework that has been applied in the preparation 
of the Group financial statements is applicable law 
and International Financial Reporting Standards 
(IFRS) as adopted by the European Union.  The 
financial reporting framework that has been applied 
in the preparation of the Parent Company financial 
statements is applicable law and United Kingdom 
Accounting Standards (United Kingdom Generally 
Accepted Accounting Practice). 

This report is made solely to the Company’s 
members, as a body, in accordance with Chapter 3 
of Part 16 of the Companies Act 2006.  Our audit 
work has been undertaken so that we might state 
to the Company’s members those matters we are 
required to state to them in an auditor’s report and 
for no other purpose.  To the fullest extent permitted 
by law, we do not accept or assume responsibility 
to anyone other than the Company and the 
Company’s members as a body, for our audit work, 
for this report, or for the opinions we have formed.

12

Company Number 05452547                                                      Holdings PLCHoldings PLC 
 
 
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS 
OF TRAKM8 HOLDINGS PLC

We have audited the financial statements of Trakm8 Holdings PLC for the year ending 31st March 2013 which 
comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes 
in Equity, the Consolidated Statement of Financial Position, the Consolidated Statement of Cash Flows, the 
Parent Company Balance Sheet and the related Notes.  The financial reporting framework that has been 
applied in the preparation of the Group financial statements is applicable law and International Financial 
Reporting Standards (IFRS) as adopted by the European Union.  The financial reporting framework that has 
been applied in the preparation of the Parent Company financial statements is applicable law and United 
Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). 

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3  of Part 16 
of the Companies Act 2006.  Our audit work has been undertaken so that we might state to the Company’s 
members those matters we are required to state to them in an auditor’s report and for no other purpose.  
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the 
Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we 
have formed.

Respective responsibilities of directors and 
auditors
As more fully explained in the Directors’ 
Responsibilities Statement set out on page 12, the 
Directors are responsible for the preparation of the 
financial statements and for being satisfied that they 
give a true and fair view.  Our responsibility is to 
audit and express an opinion on the financial 
statements in accordance with applicable law 
and International Standards on Auditing (UK and 
Ireland).  Those standards require us to comply 
with the Auditing Practices Board’s (APB’s) 
Ethical Standards for Auditors.

Scope of the audit of the financial statements
A description of the scope of an audit of financial 
statements is provided on the APB’s website at 
www.frc.org.uk/apb/scope/private.cfm.

Opinion on the financial statements
In our opinion 

  the financial statements give a true and fair view 
   of the state of the Group’s and of the Parent 
   Company’s affairs as at 31 March 2013 and of the     
   Group’s profit for the year then ended;
  the Group financial statements have been properly     
   prepared in accordance with IFRS as adopted by     
   the European Union; 
  the Parent Company financial statements have   
   been properly prepared in accordance with United    
   Kingdom Generally Accepted Accounting Practice;   
   and
  the financial statements have been prepared in   
   accordance with the requirements of the      
   Companies Act 2006.

Opinion on other matter prescribed by the 
Companies Act 2006
In our opinion the information given in the Directors’ 
Report for the financial year for which the financial 
statements are prepared is consistent with the 
financial statements. 

Matters on which we are 
required to report by exception
We have nothing to report in respect of the 
following matters where the Companies Act 2006 
requires us to report to you if, in our opinion:

  adequate accounting records have not been kept   
   by the Parent Company, or returns adequate for  
   our audit have not been received from branches    
   not visited by us; or
  the Parent Company financial statements are    
   not in agreement with the accounting records and      
   returns; or
  certain disclosures of Directors’ remuneration    
   specified by law are not made; or
  we have not received all the information and ex   
   planations we require for our audit. 

Nigel Fry (Senior Statutory Auditor)
For and behalf of Milsted Langdon LLP
Chartered Accountants and Statutory Auditors
Winchester House
Deane Gate Avenue
Taunton
TA1 2UH

28 June 2013

13

Holdings PLCHoldings PLCCompany Number 05452547                                                      CONSOLIDATED STATEMENT OF 
COMPREHENSIVE INCOME for the year ended 31 March 2013

REVENUE

Cost of sales

Gross profit

Other income

Administrative expenses

OPERATING PROFIT

Finance income

Finance costs

PROFIT BEFORE TAXATION

Income tax credit 

PROFIT FOR THE YEAR ATTRIBUTABLE TO THE OWNERS 
OF THE PARENT

OTHER COMPREHENSIVE INCOME

Currency translation differences

TOTAL COMPREHENSIVE INCOME FOR THE YEAR 
ATTRIBUTABLE TO OWNERS OF THE PARENT

EARNINGS PER ORDINARY SHARE (PENCE) 
ATTRIBUTABLE TO OWNERS OF THE PARENT

Notes

2013
£

2012
£

6

7

7

8

9

           4,749,916

        5,215,565

(1,332,833)

(1,889,499)

        3,417,083

      3,326,066

-

              5,039

        3,417,089

3,331,105

(3,377,506)

(3,242,760)

            39,577

            88,345

              2,423

                 788

           42,000

             89,133

(4,478)

(5,249)

             37,522

            83,884

            112,537

            50,666

          150,059

          134,550

(1,615)

               1,493

          148,444

          136,043

Basic

Diluted

11

11

0.79p

0.78p

0.71p

0.70p

There were no discontinued operations in 2013 or 2012.  
Accordingly the results relate to continuing operations.

14

Company Number 05452547                                                      Holdings PLCHoldings PLCCONSOLIDATED STATEMENT OF CHANGES 
IN EQUITY for the year ended 31 March 2013

Share 
Capital

Share 
premium

Merger 
Reserve

Translation 
reserve

Retained
Earnings

£

£

£

£

£

Total equity 
attributable to 
owners of 
the parent
£

Balance as at 1 April 2011

187,647

1,719,402

509,837

  206,321

(387,218)

      2,235,989

Comprehensive income

Profit for the year

Other comprehensive income

Exchange differences on
translation of overseas 
operations

Total comprehensive income

Transactions with owners

-

-

-

-

-

-

Shares issued

1,000

4,250

IFRS2 Share based payments

-

- 

Transactions with owners

1,000

4,250

-

-

-

-

-

-

-

   134,550

          134,550

(1,493)

-

(1,493)

(1,493)

   134,550

          133,057

-

-

-

-

             5,250

       5,537

             5,537

       5,537

            10,787

Balance as at 1 April 2012

188,647

1,723,652

509,837

 204,828

(247,131)

       2,379,833

Comprehensive income

Profit for the year

Other comprehensive income

Exchange differences on
translation of overseas 
operations

Total comprehensive income

Transactions with owners

-

-

-

-

-

-

Shares issued

5,500

27,500

Purchase of own shares

IFRS2 Share based payments

-

-

-

-

Transactions with owners

5,500

27,500

-

-

-

-

-

-

-

-

   150,059

          150,059

(1,615)

-

(1,615)

(1,615)

   150,059

         148,444

-

-

-

-

-

          33,000

(57,924)

(57,924)

     19,656

            19,656

      111,791

           143,176

Balance as at 31 March 2013

194,147

1,751,152

509,837

  203,213

(135,340)

      2,523,009

15

Holdings PLCHoldings PLCCompany Number 05452547                                                      CONSOLIDATED STATEMENT OF FINANCIAL 
POSITION as at 31 March 2013

NON CURRENT ASSETS

Intangible assets

Property and equipment

Deferred income tax asset

CURRENT ASSETS

Inventories

Trade and other receivables

Current tax assets

Cash and cash equivalents

CURRENT LIABILITIES

Trade and other payables

Borrowings

CURRENT ASSETS LESS CURRENT LIABILITIES

TOTAL ASSETS LESS CURRENT LIABILITIES

NON CURRENT LIABILITIES

Borrowings

Provisions

NET ASSETS

EQUITY

Share capital 

Share premium account

Merger reserve account

Translation reserve

Retained earnings

Notes

2013
£

2012
£

12

13

16

14

15

9

17

18

18

19

          868,530

         1,005,107

            560,175               517,118

            110,290

             98,421

        1,538,995

       1,620,646

           548,143

            410,016

            643,172

           782,375

           100,668

             15,488

         1,405,133

         1,087,474

         2,697,116

       2,295,353

(1,532,349)

(1,250,672)

(46,740)

(56,223)

(1,579,089)

(1,306,895)

         1,118,027

          988,458

       2,657,022

       2,609,104

(116,343)

(17,670)

(163,093)

(66,178)

      2,523,009

2,379,833

21

            194,147

           188,647

           1,751,152

         1,723,652

          509,837

          509,837

           203,213

          204,828

(135,340)

(247,131)

TOTAL EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT

      2,523,009

       2,379,833

These financial statements were approved by the Board of Directors and authorised for issue on 
28 June 2013 and are signed on their behalf by:

J Watkins 
Director  

16

J Hedges
Director

Company Number 05452547                                                      Holdings PLCHoldings PLC 
 
 
 
 
 
 
 
 
 
 
 
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 March 2013

NET CASH INFLOW FROM OPERATING ACTIVITIES 

23

        496,650

          110,845

Notes

2013
£

2012
£

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property, plant and equipment

Purchases of intangible assets

NET CASH USED IN INVESTING ACTIVITIES 

CASH FLOWS FROM FINANCING ACTIVITIES

Issue of new shares

Purchase of Treasury shares

(97,834)

-

(91,232)

(89,241)

(97,834)

(180,473)

          33,000

             5,250

(57,924)

                    -

(Repayment) / new obligations under hire purchase agreements

(35,125)

           53,296

Repayment of loans

NET CASH (USED IN) /FROM FINANCING ACTIVITIES

(21,108)

(81,157)

(20,471)

38,075

NET INCREASE / (DECREASE) IN CASH 
AND CASH EQUIVALENTS

         317,659

(31,553)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

      1,087,474

        1,119,027

CASH AND CASH EQUIVALENTS AT END OF YEAR

       1,405,133

      1,087,474

17

Holdings PLCHoldings PLCCompany Number 05452547                                                      NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013

1.      GENERAL INFORMATION

4.     ACCOUNTING POLICIES

Trakm8 Holdings PLC (“Company”) is a public 
limited 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 AIM 
market of the London Stock Exchange.

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

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 ster-
ling 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.

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. 

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.  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.  

18

Company Number 05452547                                                      Holdings PLCHoldings PLCNOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

4. 

ACCOUNTING POLICIES (continued)

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 Cash Flow 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 con-
trolled entity, the attributable amount of goodwill is 
included in the determination of the profit or loss on 
disposal.

19

Holdings PLCHoldings PLCCompany Number 05452547                                                      NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

4. 

ACCOUNTING POLICIES (continued)

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.  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

Computer 
equipment

25%

reducing balance

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.

20

Company Number 05452547                                                      Holdings PLCHoldings PLCNOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

4. 

ACCOUNTING POLICIES (continued)

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. 

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.

21

Holdings PLCHoldings PLCCompany Number 05452547                                                      NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

4. 

ACCOUNTING POLICIES (continued)

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. 
   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.
   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 not adopted any new 
     interpretations or amendments to existing 
     standards in the year ended 31 March 2013.

b.  There are no standards or interpretations that    
     have been issued by the IASB that will have a  
     material impact on the Group’s 
     financial statements.

22

Company Number 05452547                                                      Holdings PLCHoldings PLC 
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

5. 

CRITICAL ACCOUNTING JUDGEMENTS  
AND KEY SOURCES OF ESTIMATION  
UNCERTAINTY 

Critical judgements in applying the Group’s 
accounting policies

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. 

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 
underlying value of the income streams.  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 £237,281.  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.

23

Holdings PLCHoldings PLCCompany Number 05452547                                                       
 
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

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.  
Products is the sale of hardware through the Group’s distributors.  Solutions represents the sale of the 
Group’s full vehicle telematics service direct to customers.  Engineering 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 2013

Products

Solutions

£

£

Engineering 
services
£

Unallocated

Total

£

£

Segment revenue

Gross profit

   1,308,627

 3,035,466

    405,823

                 -

  4,749,916

    306,945

  2,704,315

    405,823

                 -

  3,417,083

Depreciation & amortisation

(117,841)

(66,569)

(90,052)

                 -

(274,462)

Finance income

Finance costs 

Income tax

                -

                -

                -

         2,423

        2,423

                -

                -

                -

(4,478)

(4,478)

                -

                -

                -

       112,537

      112,537

Year ended 31 March 2012

Products

Solutions

£

£

Engineering 
services
£

Unallocated

Total

£

£

Segment revenue

Gross profit

 2,226,230

  2,776,872

     212,463

                -

 5,215,565

    789,858

  2,323,746

     212,462

                -

3,326,066

Government grant income

                -

                -

        5,039

                -

        5,039

Depreciation & amortisation

(124,058)

(53,703)

(93,230)

-

(270,991)

Finance income

Finance costs 

Income tax

                -

                -

                -

           788

           788

                -

                -

                -

(5,249)

(5,249)

                -

                -

                -

      50,666

     50,666

24

Company Number 05452547                                                      Holdings PLCHoldings PLCNOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

6.     SEGMENTAL ANALYSIS (continued) 

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

Year ended 31 March 2013

Products

Solutions

United Kingdom

Europe

Africa

Rest of the World

£

219,703

608,186

93,000

387,738

£

2,942,885

65,744

-

26,837

Engineering 
services
£

Total

£

303,152

3,465,740

5,646

90,525

6,500

679,576

183,525

421,075

1,308,627

3,035,466

405,823

4,749,916

The Group had one customer who accounted for more than 10% of the Group revenue (2012: one).

Year ended 31 March 2012

Products

Solutions

United Kingdom

1,291,621

2,767,583

£

£

Europe

Africa

Rest of the World

171,772

214,928

547,909

9,289

-

-

Engineering 
services
£

98,205

24,258

90,000

-

Total

£

4,157,409

205,319

304,928

547,909

2,226,230

2,776,872

212,463

5,215,565

25

Holdings PLCHoldings PLCCompany Number 05452547                                                      NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

7. 

PROFIT FROM OPERATIONS 

Profit from operations is stated after charging/ (crediting):  

Other income - Government grant

Loss on disposal of fixed assets

Depreciation - owned fixed assets
                      - assets on hire purchase

Amortisation of intangible assets 

Operating lease rentals - Land and buildings
                                       - Other

Loss on foreign exchange transactions

Staff costs (note 10)

Auditor’s remuneration

- audit services

Parent Company and consolidation

- tax advisory services

Subsidiary audits

R&D Cost

- 

- 

Expensed

Amortised

2013
£

2012
£

-

(5,039)

2,633

                          -

33,560
18,417

                30,205
                   6,417

219,852

              234,369

17,729
76,187

                  14,251
                   31,123

6,936

                   11,180

1,945,388

              1,714,323

2013
£

4,825

11,250

2,340

2013
£

457,067

66,978

2012
£

4,680

10,920

2,285

2012
£

598,818

55,109

26

Company Number 05452547                                                      Holdings PLCHoldings PLCNOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

8. 

FINANCE COSTS 

Interest on finance leases

Interest on other loans

9. 

INCOME TAX 

R&D tax credit

Recognition of deferred tax 

2013
£

-

4,478

4,478

2012
£

54

5,195

5,249

2013
£

(100,668)

(40,868)

2012
£

(15,488)

(112,689)

Current year deferred tax movement

                 28,999  

                   77,511

Income tax credit

(112,537)

(50,666)

Factors affecting the tax charge
The tax assessed for the year is lower (2012: lower) than the applicable rate of corporation tax in the UK. The 
difference is explained below:

Profit before tax

                 37,522

                83,884

Profit on ordinary activities multiplied by the standard rate of 
corporation tax in the UK of 24% (2011: 26%)

                  9,005

                  21,810

Effects of:

Expenses not deductible/income not taxable

                    1,687

                  23,167

2013
£

2012
£

Share option adjustment

Temporary differences

Change in deferred tax rates

Deferred tax brought forward recognised

R&D tax credit

Total tax

(4,717)

(706)

                    4,717

                 16,979

                 18,307

                  16,261

(40,868)

(100,668)

(112,537)

(112,689)

(15,488)

(50,666)

27

Holdings PLCHoldings PLCCompany Number 05452547                                                      NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

10. 

EMPLOYEES 

The average monthly number of persons (including Directors) 
employed by the Group was:

Research and development 

Selling and distribution

Production

Administration

2013
No.

2012
No.

18

24

1

10

53

15

19

1

10

45

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

Wages and salaries

Social security costs

Share based payments

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

Wages and salaries

Benefits

Social security costs

Share based payments

2013
£

2012
£

1,707,001

1,509,854

218,731

19,656

198,931

5,537

1,945,388

1,714,322

2013
£

466,483

37,408

53,525

14,577

571,993

2012
£

434,337

19,759

49,659

1,103

504,858

Further details of Directors’ fees and salaries, bonuses and pensions are given in the Directors’ Report on page 9.

28

Company Number 05452547                                                      Holdings PLCHoldings PLCNOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

11. 

EARNINGS PER ORDINARY SHARE 

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

Earnings for the year after taxation

Number of ordinary shares of 1p each

Basic weighted average number of ordinary shares of 1p each 

Basic weighted average number of ordinary shares of 1p each 
(diluted)

Basic profit pence per share

Diluted profit pence per share

2013
£

150,059

No.

19,044,731

18,999,526

2012
£

134,550

No.

18,864,731

18,820,621

19,208,565

19,159,446

0.79p

0.78p

0.71p

0.70p

29

Holdings PLCHoldings PLCCompany Number 05452547                                                      NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

12. 

INTANGIBLE ASSETS 

COST

As at 1 April 2011

Additions

As at 31 March 2012

Additions

Reduction in acquisition cost

As at 31 March 2013

AMORTISATION

As at 1 April 2011

Charge for year

As at 31 March 2012

Charge for year

As at 31 March 2013

NET BOOK VALUE

As at 31 March 2013

As at 31 March 2012

As at 1 April 2011

Intellectual 
property
£

Development 
costs
£

Total

£

         1,673,863

486,510

         2,160,373

                      -

89,241

              89,241

         1,673,863

575,751

         2,249,614

                      -

126,375

            126,375

(43,100)

-

(43,100)

         1,630,763

702,126

        2,332,889

Intellectual 
property
£

Development 
costs
£

667,381

179,260

846,641

152,874

999,515

631,248

827,222

1,006,482

342,757

55,109

397,866

66,978

464,844

237,282

177,885

143,753

Total

£

1,010,138

234,369

1,244,507

219,852

1,464,359

868,530

1,005,107

1,150,235

Development costs have been internally generated.

Amortisation expenses of £219,852 (2012: £234,369) have been charged to Administrative expenses in the 
Consolidated Statement of Comprehensive Income.  Development costs will be fully amortised within the 
next four years and Intellectual Property will be fully amortised within the next four years.  

30

Company Number 05452547                                                      Holdings PLCHoldings PLCNOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

13. 

PROPERTY & EQUIPMENT

COST

As at 1 April 2011

Additions

Exchange differences

As at 31 March 2012

Additions

Exchange differences

Disposals

As at 31 March 2013

DEPRECIATION

As at 1 April 2011

Charge for year

Exchange differences

As at 31 March 2012

Charge for year

Exchange differences

Disposals

As at 31 March 2013

NET BOOK VALUE

As at 31 March 2013

As at 31 March 2012

As at 1 April 2011

Freehold 
property

£

Furniture, 
fixtures and 
equipment
£

Computer 
equipment

£

Total

£

420,000

            84,269

             181,165

          685,434

             10,498

            80,734

              91,232

-   

-   

(504)

                      -

420,000

             94,263

           261,899

900

             76,659

            20,275

-

-

(172)

(23,418)

(177)

(60,265)

(504)

776,162

97,834

(349)

(83,683)

420,900

            147,332

            221,732

           789,964

Freehold 
property

£

Furniture, 
fixtures and 
equipment
£

Computer 
equipment

£

Total

£

22,040

               41,191

            159,196

           222,427

4,408

                11,332

            20,882

             36,622

-

(5)

                      -

(5)

26,448

              52,518

           180,078

          259,044

4,419

              10,148

              37,410

              51,977

-

-

(3)

(20,787)

(177)

(60,265)

(180)

(81,052)

30,867

              41,876

           157,046

           229,789

390,033

           105,456

            64,686

            560,175

393,552

              41,745

              81,821

              517,118

397,960

            43,078

             21,969

          463,007

Included within freehold property is £199,585 (2012: £199,585) relating to land which is not depreciated. The 
net book value of computer equipment includes £33,333 (2012: £51,750) in respect of assets held under 
finance leases and hire purchase contracts. The depreciation charge in respect of these assets was £18,417 
(2012: £6,417).

Total depreciation expenses of £51,977 (2012: £36,622) have been charged to administrative expenses in the 
Consolidated Statement of Comprehensive Income. 

31

Holdings PLCHoldings PLCCompany Number 05452547                                                      NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

14. 

INVENTORIES 

Finished goods and goods for resale

2013
£

548,143

2012
£

410,016

The cost of inventories recognised as an expense and included in cost of sales amounted to £1,332,833 
(2012: £1,889,499).  During the year old inventory lines totalling £35,000 (2012: £40,947) were written 
down and charged to cost of sales in the Consolidated Statement of Comprehensive income. 

15. 

TRADE AND OTHER RECEIVABLES 

Trade receivables

Prepayments

The analysis of trade receivables by currency is as follows:

Pound sterling

Euro

Other

2013
£

543,390

99,782

643,172

2013
£

519,433

-

23,957

543,390

2012
£

690,354

92,021

782,375

2012
£

570,532

54,147

65,675

690,354

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.  The allowance that has been 
made for estimated irrecoverable trade receivables is nil  (2012: £20,500).  

As at 31 March 2013 trade receivables of £192,177 were past due but not impaired.  The ageing analysis of 
these trade receivables is as follows:-

Up to 3 months

3 to 6 months

2013
£

187,806

4,371

192,177

2012
£

359,411

14,721

374,132

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.

32

Company Number 05452547                                                      Holdings PLCHoldings PLCNOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

16. 

DEFERRED TAX 

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

Deferred tax asset

Deferred tax asset to be recovered after more than 12 months

                 128,149

                116,443

Deferred tax liability

Deferred tax liability to be recovered after more than 12 months

(17,859)

(18,022)

Deferred tax asset net

               110,290

                98,421

2013
£

2012
£

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

Deferred tax assets

As at 1 April 2012

Charged to the income statement

At 31 March 2013

Deferred tax liabilities

As at 1 April 2011

Credited to the income statement

At 31 March 2012

Credited to the income statement

At 31 March 2013

Accelerated tax 
depreciation

£

(16,739)

(6,829)

(23,568)

Utilisation of 
unrecognised 
losses
£

133,182

18,535

151,717

Total

£

116,443

11,706

128,149

Building 
revaluation
£

(18,185)

                       163

(18,022)

                       163

(17,859)

33

Holdings PLCHoldings PLCCompany Number 05452547                                                      NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

17. 

CURRENT LIABILITIES – TRADE AND OTHER PAYABLES  

Trade payables

Taxation and social security

Other payables

Accruals and deferred income

2013
£

684,417

146,277

14,400

687,255

2012
£

429,574

136,333

14,801

669,964

1,532,349

1,250,672

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

18. 

BORROWINGS  

Bank loan

Obligations under finance leases and hire purchase arrangements 
(see note 20)

On demand or within one year 

After one and within two years

After two and within five years

After five years

Less: Amount due for settlement within one year 
(shown as current liabilities)

2013
£

138,083

25,000

2012
£

159,191

60,125

163,083

219,316

2013
£

2012
£

                 46,740

                 56,223

                 22,402

                 46,740

                  71,377

                 69,269

                 22,564

                 47,084

               163,083

                219,316

(46,740)

(56,223)

Amount due for settlement after more than one year

                116,343

                163,093

The bank loan is secured by a fixed and floating charge on all the assets of the Group. It is repayable by 
monthly instalments until 2019 and bears interest at a floating rate of 2.50% over base rate.

34

Company Number 05452547                                                      Holdings PLCHoldings PLCNOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

19. 

PROVISIONS  

As at 1 April

Decrease during the year

At 31 March

2013
£

2012
£

                  66,178

               70,000

(48,508)

(3,822)

                 17,670

                 66,178

The provision relates to the estimated additional costs payable under the terms of the contract for the 
acquisition of the telematics assets from Vincotech Gmbh.  The costs relate to commission payable and 
have been estimated based on the anticipated numbers of units that will be sold.

20. 

OBLIGATIONS UNDER HIRE PURCHASE CONTRACTS  

Gross hire purchase liabilities – minimum payments:

No later than 1 year

Later than 1 year and no later than 5 years

Less future finance charges

Present value 

The present value of minimum hire purchase payments is analysed as follows:

No later than 1 year

Later than 1 year and no later than 5 years

2013
£

25,000

-

25,000

-

25,000

2013
£

25,000

-

25,000

2012
£

35,125

25,000

60,125

-

60,125

2012
£

35,125

25,000

60,125

All contracts are denominated in sterling and are secured on the assets.  The fair value of the hire purchase 
obligations approximates to their carrying amount.

35

Holdings PLCHoldings PLCCompany Number 05452547                                                      NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

21. 

SHARE CAPITAL  

No’s 
‘000’s

2013

£

No’s
 ‘000’s

2012

£

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

19,414

194,147

18,864

188,647

Movement in share capital:

As at 1 April

New shares issued 

As at 31 March

2013
£

188,647

5,500

194,147

2012
£

187,647

1,000

188,647

The Company currently holds 370,000 Ordinary Shares in treasury representing 1.9% of the Company’s 
issued share capital. The number of 1 pence Ordinary Shares that the Company has in issue less the total 
number of treasury shares is 19,044,731.

36

Company Number 05452547                                                      Holdings PLCHoldings PLCNOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

22. 

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

6p

15.5p

12.5p

13p

Balance 
as at 31 
March 
2012

550,000

300,000

100,000

-

Granted 
during 
year

Exercised 
during 
year

Expired/ 
forfeited 
during 
the year

-

-

-

(550,000)

-

-

-

Balance 
as at 31 
March 
2013

-

300,000

100,000

-

-

-

- 1,225,000

Grant date

Option & 
expected 
Life (years)

Risk free 
rate of 
return

Volatility

30/07/09

30/04/10

31/07/11

30/07/12

3.0

3.0

3.0

10.0

-

3.02%

3.02%

3.02%

-

54%

54%

54%

The share price was 13.5 pence on 1 May 2012 being the date of exercise of the above 550,000 options.  
The weighted average exercise price of share options which were outstanding as at 31 March 2013 was 13.5 
pence.  

The exercise of all share options is the closing market price on the day of grant.  A vesting period of 1 to 3 
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 £19,659 to the Statement of Comprehensive Income in respect of Share-Based Payments 
for the financial year ended 31 March 2013 (2012: £5,537).

Share options exercisable at the 31 March 2013 were 400,000.

37

Holdings PLCHoldings PLCCompany Number 05452547                                                      NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

23. 

CASH FLOWS 

Reconciliation of profit before tax to net cash flow from 
operating activities:

Profit before tax

Depreciation

Bank and other interest charges

Amortisation of intangible assets

Capitalised development costs

Share based payments

Development 
costs
£

Total

£

             37,522

             83,884

             54,610

             36,622

              2,055

                4,461

            219,852

           234,369

(126,375)

                       -

             19,656

                5,537

Operating cash flows before movement in working capital

          207,320

           364,873

Movement on retranslation of overseas operations

Movement in inventories

Movement in trade and other receivables

Movement in trade and other payables

Cash generated from operations

Interest paid

Interest received

Income taxes received

Net cash inflow from operating activities

(1,446)

(138,127)

(994)

(150,974)

           139,203

             110,797

           276,267

(226,224)

           483,217

             97,478

(4,478)

(5,249)

               2,423

                  788

             15,488

               17,828

         496,650

            110,845

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).

38

Company Number 05452547                                                      Holdings PLCHoldings PLCNOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

24. 

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:

Operating Leases

Land and buildings

 Within one year

 In the second to fifth years inclusive

Other

 Within one year

 In the second to fifth years inclusive

2013
£

17,729

53,186

86,898

62,995

2012
£

17,522

70,086

34,112

36,646

Land and buildings under operating leases represents one lease payable by the Group which has an expiry 
date in March 2017.

25. 

RELATED PARTY TRANSACTIONS 

Details of the remuneration and share transactions with the company of the Directors, who are the key 
management personnel of the Group, are disclosed in the Directors’ report. 

J Watkins was a Director and shareholder of Omitec Group Limited until 2 July 2012 when the Group 
was sold to Continental.  Omitec Limited was a wholly owned subsidiary of Omitec Group Limited.  
Since that date Linda Watkins, wife of John Watkins, remained a Director of Omitec Limited but resigned 
on the 31 March 2013.

During the year ended 31 March 2013 a total of £1,263,349 was invoiced to Trakm8 Limited by Omitec Limited 
(2012: £1,678,110) and Trakm8 Limited invoiced Omitec Limited £12,673 (2012: £20,056).  

39

Holdings PLCHoldings PLCCompany Number 05452547                                                      NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

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.

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. The bank overdraft facility is £250,000 and as at 31 March 2013 this 
facility was not being utilised.  

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.

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 profits generated during the year.

40

Company Number 05452547                                                      Holdings PLCHoldings PLC     
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013 (continued)

26. 

FINANCIAL INSTRUMENTS (continued)

Total borrowings (note 18)

Total equity

Total capital

Gearing ratio

Financial instruments by category

Assets per balance sheet

Trade and other receivables excluding prepayments

Cash and cash equivalents

Liabilities as per balance sheet

Borrowings (excluding finance lease liabilities)

Hire purchase

Trade and other payables excluding statutory liabilities

2013
£

163,083

2,523,009

2,686,092

6%

2012
£

219,316

2,379,833

2,599,149

8%

Loan and receivables

2013
£

644,058

1,405,133

2,049,191

2012
£

705,842

1,087,474

1,793,316

Financial liabilities at amortised cost

2013
£

138,083

25,000

1,386,072

1,549,155

2012
£

159,191

60,125

1,114,339

1,333,655

41

Holdings PLCHoldings PLCCompany Number 05452547                                                      PARENT COMPANY BALANCE SHEET
as at 31 March 2013

FIXED ASSETS

Investments

CURRENT ASSETS

Debtors 

Cash at bank

CREDITORS: Amounts falling due within one year

NET CURRENT ASSETS

NET ASSETS

CAPITAL AND RESERVES

Called up share capital 

Share premium

Profit and loss account

SHAREHOLDERS’ FUNDS 

Notes

2013
£

2012

£

3

4

5

6

7

7

           801,782

            801,782

           150,005

           894,364

        1,049,958

            312,375

         1,199,963

        1,206,739

(42,455)

(34,134)

          1,157,508

          1,172,605

        1,959,290

         1,974,387

            194,147

            188,647

           1,751,152

          1,723,652

               13,991

             62,088

        1,959,290

         1,974,387

These financial statements were approved by the Directors and authorised for issue on 28 June 2013 and are 
signed on their behalf by:

J Watkins 
Director  

J Hedges
Director

42

Company Number 05452547                                                      Holdings PLCHoldings PLC 
 
 
 
 
 
 
 
 
 
 
 
NOTES TO THE PARENT COMPANY FINANCIAL 
STATEMENTS for the year ended 31 March 2013

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 (loss)/profit after tax for the year in the 
Company is (£9,829) (2012: Profit £2,953).  

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.

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.

43

Holdings PLCHoldings PLCCompany Number 05452547                                                       
NOTES TO THE PARENT COMPANY FINANCIAL 
STATEMENTS for the year ended 31 March 2013 (continued)

3.     INVESTMENTS

Cost 

At 1 April 2012 and 31 March 2013

Subsidiaries
£

801,782

Name of subsidiary

Country of 
incorporation

Class of holding

Proportion held and 
voting rights

Nature of business

Trakm8 Limited

England and Wales

Ordinary

Trakm8 s.r.o. (formally 
PJsoft s.r.o.)

Interactive Projects 
Limited

Purple Reality 
Limited

Czech Republic

Ordinary

England and Wales

Ordinary

England and Wales

Ordinary

100%  

Marketing and 
distribution of vehicle 
telematics

100%

Mapping services

100%

100%

Dormant

Dormant

4.     DEBTORS

Amounts due from subsidiary undertakings

Prepayments 

5.     CREDITORS: Amounts falling due within one year

Trade creditors

Accruals and other creditors

2013
£

149,633

372

150,005

2013
£

22,115

20,340

42,455

2012
£

887,619

6,745

894,364

2012
£

14,649

19,485

34,134

44

Company Number 05452547                                                      Holdings PLCHoldings PLCNOTES TO THE PARENT COMPANY FINANCIAL 
STATEMENTS for the year ended 31 March 2013 (continued)

6.     SHARE CAPITAL

Details of share capital and share options are shown in notes 21 and 22 to the consolidated accounts above. 

7.     RESERVES

At 1 April 2011

Shares issued

FRS20 Share based payments

Profit for the year

At 1 April 2012

Shares issued

FRS20 Share based payments 

Purchase of own shares

Loss for the year

As at 31 March 2013

Share Capital 

Share premium

£

187,647

1,000

-

-

188,647

5,500

-

-

-

Profit and 
loss reserve
£

Total

£

1,719,402

             53,598

         1,960,647

4,250

-

-

               5,250

               5,537

               5,537

               2,953

               2,953

1,723,652

             62,088

         1,974,387

27,500

                      -

            33,000

              19,656

              19,656

(57,924)

(9,829)

13,991

(57,924)

(9,829)

1,959,290

£

-

-

-

194,147

1,751,152

8.     FINANCIAL COMMITMENTS

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

Operating Leases

Motor Vehicles

Within one year

In the second to fifth years inclusive

9.     RELATED PARTIES

2013
£

4,464

6,325

2012
£

-

-

The Company has taken advantage of the exemptions conferred by FRS 8 from the requirement to disclose 
transactions between wholly owned subsidiary undertakings.

45

Holdings PLCHoldings PLCCompany Number 05452547