Last checked at 3 Jul 2009 07:00
3 July 2009
TRAKM8 HOLDINGS PLC
("Trakm8", "the Group" or "the Company")
Final Results for the year to 31 March 2009
Highlights
| Year ended 31 March 2009 | Year ended 31 March 2008 | |
| £000's | £000's | |
| Revenue | 3,679 | 4,656 |
| Gross Profit | 2,162 | 2,024 |
| Gross Profit % | 58.8% | 43.5% |
| Other income | 473 | 79 |
| Operating Loss | (383) | (891) |
| Loss on ordinary activities before taxation | (411) | (958) |
| Net Cash and cash equivalents | 100 | 153 |
| Net Assets | 1,182 | 1,572 |
Share placing post period end, in May 2009, to raise £290,000
For further information please contact:
| Trakm8 Holdings plc John Watkins, Chief Executive Officer James Hedges, Finance Director | 01747 858444 |
| Tavistock Communications Simon Hudson | 020 7920 3150 |
| Arbuthnot Securities Alasdair Younie | 020 7012 2000 |
The annual report will be posted to shareholders and will be available from the Company's website at www.trakm8.com in due course
Chairman's Statement
Overview
The past year has presented a set of unique challenges for the Group including the impact of the economic recession that has affected most countries and industry sectors throughout the world. However, despite some of the most adverse trading conditions for over a decade, the Group has arrested and reversed the decline in the Group's financial performance.
The headline operating results for the full year whilst disappointing in absolute terms, reflect an improvement compared to the previous year. The Group was profitable in the second half of the year before a bad debt provision of £0.1m resulting from two customer accounts which had begun to give cause for concern in May 2009.
The current fragile condition of the economy is likely to precipitate continuing insolvencies across all industry sectors and ours is no exception. However Trakm8 has the benefit of technical visibility and control of our products throughout their product life cycles. If the Group's distributor or agent customers falter financially within the supply chain we are able, in most instances, to mitigate our losses as a creditor by offering the affected end users the opportunity to continue to enjoy the benefits of our technology by assuming a direct commercial relationship with Trakm8.
Financial Summary
Revenue for the year ended 31 March 2009 was £3.7m (2008: £4.7m), a decrease of 21%. Despite this decrease in revenue, gross profit increased to £2.2m (2008: £2.0m) as gross margins have again improved by 15.3% to 58.8% (2008: 43.5%). Administrative expenses of £3.0m (2008: £3.0m), have resulted in the Group announcing a loss on ordinary activities before taxation for the period of £0.4m (2008: loss £1.0m).
The actions taken by the Board in September 2008 reduced annualised overheads by more than £0.6m and as a result the Group was on course to realise a small profit before tax during the second half of the year. However, as outlined above, the failure of two customers since the year end has resulted in a bad debt provision of £0.1m.
In order to help maintain the positive progress of the Group the Board of Directors do not recommend the payment of a dividend at this time.
Operational Review
Pre-emptive and prudent rationalisation of business operations, including the suspension of expansion plans in both the USA and Australia, has meant that the Company had already reduced or stabilised costs prior to the full impact of the global economic downturn. However, costs that are not under the Group's direct control, like the sterling/euro exchange rate, continued to adversely affect the margin on the Group's proprietary hardware platforms. This was mitigated in part by a price increase introduced in January 2009.
The beginning of 2009 also heralded the market deployment of the latest version 5.0 of Trakm8 SWIFT® and the increased functionality, performance and customisation potential has been well received by existing and prospective customers. Although originally designed for small to medium fleet sized customers, large fleet operators are increasingly recognising the potential of this exciting web based application and this was aptly demonstrated by our successful contract awards with the utility giant E.ON plc and the South African based distributor Smartsurv S.A. as announced on the 23 and 25 March 2009 respectively.
The Company was delighted with the E.ON contract which is initially for up to 3,000 of its fleet of commercial vehicles. The Trakm8 solution will enable E.ON to realise tangible cost savings and efficiencies as well as improving the safety and security of their employees. In addition E.ON will be using our solution to actively manage the reduction of their carbon footprint through actual CO2 journey profiling.
In addition, the T6 hardware platform continues to provide industry leading capability which has now been further augmented by the introduction, well ahead of other market suppliers, of CAN (controller area network) integration, enabling wireless vehicle diagnostics and driver behavioural patterns. Later this year, our hardware range will again be expanded by the introduction of the T6 Mini model enhancing our overall product offering and corresponding product value for our customers.
The Government sponsored projects of TRU-EP (Trusted Road Usage & Emission Profiling) and FITS/Freeflow (Fully Integrated Transport System) are both progressing well and in conjunction with our project partners, we are on course to develop and deliver substantial R&D benefits to the project sponsors, the Technology Strategy Board and to the Group's intangible assets.
The Board
The structure of the Board has undergone significant change during the year. As previously announced on 2 June 2008, Tim Couling the Group's Finance Director left the Group in December 2008. Additionally, Cary Knapton elected to step down from the Board and leave the Company in September 2008 in order to pursue outside interests. On behalf of the Board, I would like to thank both Tim and Cary for their hard work and contributions over the years and to wish them both well for the future.
These departures presented the Board with the opportunity to introduce innovative ideas and operational experience through the appointments of John Watkins as CEO and James Hedges as Finance Director.
Share Placing
In May 2009 the Company announced the issue of 4.4 million new ordinary shares which had been placed with existing shareholders and Directors at a price of 6.5 pence per share. The placing raised approximately £0.3m and the Directors contributed 67% of the total. The monies will be used to strengthen the Balance Sheet and enable the Group to capitalise on the success of the E.ON contract win as well as other opportunities.
Future developments
The executive team continues to be committed to the ongoing realisation of high margin sales growth in order to sustain the return to full profitability in the coming financial period. The Group will continue to develop and augment our business through increased market share, technical innovation and prudent and controlled business investment.
I would like to close by thanking all Trakm8 personnel for their continued commitment and support to the Group over the last year.
DAWSON BUCK
CHAIRMAN
Directors'Report
The Directors submit their report and financial statements of Trakm8 Holdings PLC for the year ended 31 March 2009.
Trakm8 Holdings PLC is a public listed company incorporated and domiciled in England (Company Number 05452547) whose shares are quoted on the Alternative Investment Market (AIM) of the London Stock Exchange.
Principal activity
The principal activity of the Trakm8 Group is the marketing, manufacture 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 statement.
Results and dividends
The Group results for the year ended 31 March 2009 are shown in the Income Statement. The Directors do not recommend the payment of a dividend.
Share placing
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 £289,513 was raised and the new shares represent approximately 24.3% of the enlarged share capital.
Future developments
Future developments of the business is contained in the Chairman's report.
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.
The Group continues to identify exciting technology developments in the telematics arena. These form the centre point of the Group's product strategy and will enable the delivery of new and enhanced products and services in the coming year. This investment continues to complement spend on the Trakm8 SWIFT® proposition and includes participation in two government sponsored projects.
Key performance indicators
The key performance indicators used to assess the performance and position of the Group are as follows:-
1. Operating profit. The Group reduced its operating loss from £891,275 to £382,963. Furthermore the operating loss for the first six months of the year to 31 March 2009 of £337,986 has been reduced to an operating loss of £44,977 in the second six months of the period.
2. Borrowings. The Group monitors its cash and borrowings position and updates cashflow forecasts for the following twelve months on a daily basis. Total borrowings have been reduced during the year from £549,624 to £298,728 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. This is detailed in Note 4 to the financial statements.
| Directors | |
| The following directors have held office since 1 April 2008: | |
| C D Buck | |
| T Couling | Resigned 1 December 2008 |
| M Cowley | |
| T Cowley | |
| C P Knapton | Resigned 10 September 2008 |
| J Watkins | |
| J Hedges | Appointed 24 September 2008 |
Directors and their interests
The present members of the Board reflecting the changes that occurred during the year are as listed below. The Directors' interests in the shares of the Company are detailed below:-
| 1p ordinary shares At 31 March 2009 | % of issued ordinary share capital (13,857,169 ordinary shares) | 1p ordinary shares At 1 Apr 2008 or on subsequent date of appointment | % of issued ordinary share capital (13,517,033 ordinary shares) | |
| C D Buck | - | - | - | - |
| T Couling¹ | 37,520 | 0.27% | 37,520 | 0.28% |
| M Cowley | 773,178 | 5.57% | 773,178 | 5.72% |
| T Cowley | 759,756 | 5.48% | 759,756 | 5.62% |
| J Hedges² | - | - | - | - |
| C Knapton3 | 1,717,021 | 12.39% | 1,717,021 | 12.70% |
| J F Watkins4 | 1,066,328 | 7.70% | 1,066,328 | 7.89% |
¹ Resigned 1 December 2008
² Appointed 24 September 2008
3 Resigned 10 September 2008
4 Beneficial interest in a Self Invested Pension Plan (SIPP) legally held by trustees Hornbuckle Mitchell Group plc
The Directors had no interest in the share capital of the Company's subsidiary undertakings at 31 March 2009 or on the date on which these financial statements were approved.
Directors' share options
At 31 March 2009 the following options had been granted to the Company's Directors and remain current and unexercised:
| Option Exercise price | Balance as at 31 March 2008 | Granted during year | Exercised during year | Expired/ forfeited during year | Balance as at 31 March 2009 | Expiry Date | |
| M Cowley | £0.25 | 25,750 | - | - | - | 25,750 | 31/03/2010 |
| T Cowley | £0.25 | 10,000 | - | - | - | 10,000 | 31/03/2010 |
| £0.26 | 20,305 | - | - | - | 20,305 | 01/10/2010 | |
| J Hedges | £0.05 | - | 100,000 | - | - | 100,000 | 30/11/2011 |
Creditors 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 creditors for the parent company at the year end represented 66 days of purchases (2008: 67 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 handicapped or 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.
Political and charitable donations
The Group made charitable donations to local charities in the year of £268 (2008 £1,084).
Financial instruments
The Group raises finance through equity and borrowings and places surplus cash on short-term deposits. The primary source of borrowings is the bank facility which is in place for use as required.
The main risks arising from the Group's financial instruments are interest rate risk, liquidity risk, credit and currency risk. The policies for managing these are reviewed by the board.
Interest rate - The Group uses fixed and floating interest rates where appropriate in order to minimise any interest rate risks.
Liquidity - 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.
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.
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 have 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.
Auditor
A resolution to reappoint Baker Tilly UK Audit LLP, Chartered Accountants, as auditor, will be put to the members at the annual general meeting.
By approval of the Board on 2 July 2009.
C D Buck
Chairman
Statement of directors' responsibilities in the preparation of financial statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
UK Company law requires the Directors to prepare Group and Company Financial Statements for each financial year. Under that law the Directors are required to prepare Group financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the EU and have elected 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 1985 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.
The company financial statements are required by law to give a true and fair view of the state of affairs of the company.
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 estimates that are reasonable and prudent;
c. for the group financial statements, state whether they have been prepared in accordance with IFRSs 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 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 proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the requirements of the Companies Act 1985. They are also responsible for safeguarding the assets of the group 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 company's website.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Independent auditor's report to the members of Trakm8 Holdings plc
We have audited the financial statements below and the notes thereon.
This report is made solely to the Company's members, as a body, in accordance with section 235 of the Companies Act 1985. 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 auditor
The Directors' responsibilities for preparing the Annual Report, and the group financial statements in accordance with applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union ("EU"), and for preparing the parent company financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors' Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements have been properly prepared in accordance with the Companies Act 1985.
We also report to you whether in our opinion the information given in the Directors' Report is consistent with the financial statements. The information given in the Directors' Report includes that specific information presented in the Chairman's Statement that is cross referenced from the Review of Business and Outlook sections of the Directors' Report.
In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding Directors' remuneration and other transactions is not disclosed. We read other information contained in the Annual Report, and consider whether it is consistent with the audited financial statements. This other information comprises only the Highlights, the Chairman's Statement and the Directors' Report. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Group's and Company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion
the group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of the group's affairs as at 31 March 2009 and of its loss for the year then ended;
the parent company financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the parent company's affairs as at 31 March 2009;
the financial statements have been properly prepared in accordance with the Companies Act 1985; and
the information given in the Directors' Report is consistent with the financial statements.
BAKER TILLY UK AUDIT LLP
Registered Auditor
Chartered Accountants
Hartwell House
55-61 Victoria Street
Bristol
BS1 6AD
2 July 2009
CONSOLIDATED INCOME STATEMENT
for the year ended 31 March 2009
| Notes | 2009 | 2008 | |
| £ | £ | ||
| REVENUE | 6 | 3,678,929 | 4,656,124 |
| Cost of sales | (1,516,626) | (2,631,725) | |
| Gross profit | 2,162,303 | 2,024,399 | |
| Other income | 7 | 472,988 | 78,779 | |
| 2,635,291 | 2,103,178 | |||
| Administrative expenses | (3,018,254) | (2,994,453) | ||
| LOSS FROM OPERATIONS | 7 | (382,963) | (891,275) | |
| Finance income | 2,652 | 9,547 | |
| (380,311) | (881,728) | ||
| Finance costs | 8 | (31,061) | (76,561) |
| LOSS BEFORE TAXATION | (411,372) | (958,289) | |
| Income tax | 9 | 9,544 | 57,124 |
| LOSS FOR YEAR ATTRIBUTABLE TO EQUITY SHAREHOLDERS OF PARENT | 21 | (401,828) | (901,165) |
| LOSS PER ORDINARY SHARE (PENCE) | |||
| Basic | 11 | (2.9) | (7.6) |
| Diluted | 11 | (2.9) | (7.6) |
There were no discontinued operations in 2009 or 2008. Accordingly the results relate to continuing operations.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2009
| 2009 | 2008 | ||
| £ | £ | ||
| Total equity at beginning of year | 1,572,412 | 1,482,951 | |
| Exchange differences on translation of overseas operations | 1,330 | 202,930 | |
| Net gains recognised directly in equity | 1,573,742 | 1,685,881 | |
| Loss for the year | (401,828) | (901,165) | |
| Total recognised income and expense | 1,171,914 | 784,716 | |
| Shares issued | - | 522,501 | |
| Shares to be issued | - | 246,032 | |
| Share based payments | 9,608 | 19,163 | |
| Total equity at end of year attributable to equity shareholders of the parent company | 1,181,522 | 1,572,412 |
CONSOLIDATED BALANCE SHEET
As at 31 March 2009
| Notes | 2009 | 2008 | |
| £ | £ | ||
| NON-CURRENT ASSETS | |||
| Intangible assets | 12 | 1,358,220 | 1,597,781 |
| Property, plant and equipment | 13 | 442,630 | 478,061 |
| 1,800,850 | 2,075,842 | ||
| CURRENT ASSETS | |||
| Inventories | 14 | 159,153 | 146,027 |
| Trade and other receivables | 15 | 700,008 | 809,751 |
| Current tax assets | 9,381 | 32,902 | |
| Cash and cash equivalents | 100,191 | 363,371 | |
| 968,733 | 1,352,051 | ||
| CURRENT LIABILITIES | |||
| Trade and other payables | 17 | (1,270,822) | (1,287,183) |
| Borrowings | 18 | (58,172) | (51,874) |
| Bank overdrafts | 18 | (636) | (210,280) |
| (1,329,630) | (1,549,337) | ||
| CURRENT ASSETS LESS CURRENT LIABILITIES | (360,897) | (197,286) | |
| TOTAL ASSETS LESS CURRENT LIABILITIES | 1,439,953 | 1,878,556 | |
| NON CURRENT LIABILITIES | |||
| Borrowings | 18 | (239,920) | (287,470) |
| Deferred tax liabilities | 16 | (18,511) | (18,674) |
| NET ASSETS | 1,181,522 | 1,572,412 | |
| EQUITY | |||
| Share capital | 20 | 138,571 | 135,170 |
| Share premium account | 21 | 1,358,375 | 1,256,334 |
| Shares to be issued | 21 | 140,590 | 246,032 |
| Merger reserve account | 21 | 509,837 | 509,837 |
| Share based payment reserve | 21 | 57,395 | 47,787 |
| Translation reserve | 21 | 204,260 | 202,930 |
| Retained earnings | 21 | (1,227,506) | (825,678) |
| TOTAL EQUITY ATTRIBUTABLE TO THE EQUITY SHAREHOLDERS OF THE PARENT | 1,181,522 | 1,572,412 | |
These financial statements were approved by the Directors and authorised for issue on 2 July 2009 and are signed on their behalf by:
| C D Buck | J Hedges |
| Director | Director |
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31st March 2009
| Notes | 2009 | 2008 | |
| £ | £ | ||
| NET CASH (OUTFLOW)/INFLOW FROM OPERATING ACTIVITIES | 23 | (16,440) | 238,909 |
| INVESTING ACTIVITIES | |||
| Purchases of property, plant and equipment | (2,352) | (23,153) | |
| Proceeds on disposal of property, plant and equipment | 20,358 | 1,479 | |
| Expenditure on product development | - | (124,094) | |
| Acquisition of subsidiary net of cash acquired | - | (319,573) | |
| NET CASH FROM/(USED IN) INVESTING ACTIVITIES | 18,006 | (465,341) | |
| FINANCING ACTIVITIES | |||
| Repayment of obligations under hire purchase agreements | (4,807) | - | |
| Repayment of loans | (50,295) | (59,771) | |
| NET CASH USED IN FINANCING ACTIVITIES | (55,102) | (59,771) | |
| NET DECREASE IN CASH AND CASH EQUIVALENTS | (53,536) | (286,203) | |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 153,091 | 439,294 | |
| CASH AND CASH EQUIVALENTS AT END OF YEAR | 99,555 | 153,091 | |
Cash and cash equivalents comprise 'Cash and cash equivalents' and 'Bank overdrafts'.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31st March 2009
1. GENERAL INFORMATION
Trakm8 Holdings PLC is a public limited company ("Company") incorporated in the United Kingdom under the Companies Act 1985 (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 1985 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.
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 on pages 4 to 5. In preparing these financial statements on a going concern basis the Directors have considered the Group's overall financial position.
At the end of the first half of the financial year the Board acknowledged that the level of losses being realised by the Group were unsustainable (£352,040 before tax). Consequently, an in depth review of the business was undertaken and this initiated a number of immediate actions including; increasing our gross margins, closure of the Australian and American subsidiaries and a number of overhead reduction programmes which resulted in a small number of redundancies and non replacement of leavers. These actions, along with the Board changes reported in the Chairman's statement, reduced our level of overheads by an annualised rate of over £600,000.
Despite the deteriorating economic climate in the second half of the financial year, the Group was on course to achieve a small profit before tax for the second six months primarily due to the actions that had been taken in September 2008. However since the financial year end, two of our customers, who had an aggregate debtor balance of £111,091 net of VAT, have given cause for concern resulting in one filing for liquidation in June 2009. Full provision has been made for these two balances at the year end and as a result the second six months realised a loss before taxation of £59,414. It is however expected that the Group will be able to benefit in the coming year by assimilating new business from these two former customers.
In March 2009 the Board took the decision to raise additional funds to strengthen the Balance Sheet and to build up its development capabilities and sales team in order to take full advantage of future developments in the Telematics market. An equity placing of 4,454,046 shares at 6.5 pence was duly completed in May 2009 and raised £289,513 in cash.
The Group's forecasts and projections, including a detailed revenue sensitivity analysis, show that the Group should be able to operate within the level of its cash resources together with the HSBC overdraft facility which in May 2009 was renewed at £140,000 for another year. In addition, steps have been taken to increase sales in euros in order to mitigate the effect of the Group's exposure to an adverse euro exchange rate. Forecasts have been based on a conservative exchange rate of €1.05/sterling.
Taking all of the above into account, the Directors are confident that despite the 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 income statement 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 income statement.
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 income statement.
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 accrual 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 income statement. 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 income statement. Such intangible assets are carried at cost less amortisation. Amortisation is charged to 'Administrative expenses' in the Income statement 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 Income statement.
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 income statement 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 income statement 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 Income Statement 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 income statement 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
A segment is a distinguishable component of the Group that is engaged in providing products and services. As the risks and rates of return are predominantly affected by differences in these products and services, the primary format for reporting segment information is based on business segments.
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.
STANDARDS ISSUED BY THE INTERNATIONAL ACCOUNTING STANDARDS BOARD (IASB) NOT EFFECTIVE FOR THE CURRENT YEAR AND NOT ADOPTED BY THE GROUP
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 2 | Amendment - Share based payment - Vesting Conditions and Cancellations | 01.01.2009 | 31.03.2010 |
| IFRS 3 | Amendment - Business Combinations | 01.01.2009 | 31.03.2010 |
| IFRS 8 | Operating Segments | 01.01.2009 | 31.03.2010 |
| IAS1(a) | Amendment - Presentation of Financial Statements | 01.01.2009 | 31.03.2010 |
| IAS 23 | Amendment - Borrowing Costs | 01.01.2009 | 31.03.2010 |
| International Financial Reporting Interpretations Committee (IFRIC) | |||
| IFRIC 13 | Customer loyalty programmes | 01.07.2008 | 31.03.2010 |
| IFRIC 15 | Agreements for construction of real estate | 01.01.2009 | 31.03.2010 |
| IFRIC 16 | Hedges of a net investment in foreign operations | 01.10.2008 | 31.03.2010 |
| 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 |
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 on acquisition of subsidiaries
In assessing the fair value of the intellectual property acquired, management have considered the current and likely future performance of PJSoft. Attention has been paid to the potential introduction of new products and services to the PJSoft portfolio and the return anticipated from these and existing product sales. The Directors believe that the fair value of the acquisition 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 its balance sheet at £149,135. The projects continue to progress satisfactorily and management continue to believe that the anticipated revenues will enable the carrying amount to be recovered in full.
Recoverability of trade debtors
The withdrawal or reduction of credit facilities from Banks and leasing companies is affecting a wide range of businesses. The 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. At the year end a total provision of £114,940 has been made against overdue debts which are not expected to be recoverable.
6. SEGMENTAL ANALYSIS
The Group's primary segmental reporting format is based on the Group's management and internal reporting of two business segments which carry different risks and rewards. The two income streams are Telematics, being the manufacture and distribution of vehicle telematics equipment and services, and Projects which comprises the grant revenue from the Government Projects. Secondary information is reported by geographical area of sales.
Business segments
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items include central overhead expenses, assets and liabilities, which cannot be reasonably allocated. Inter-segment transactions are conducted on an arm's length basis in a manner similar to transactions with third parties.
Segment results include transfers between business segments. Those transfers are eliminated on consolidation. Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period.
| Year ended 31 March 2009 | Telematics £ | Projects £ | Unallocated £ | Total £ |
| Segment revenue | 3,678,929 | - | - | 3,678,929 |
| Other income | - | 472,988 | - | 472,988 |
| Segment result | 698,704 | (3,109) | (1,078,558) | (382,963) |
| Finance costs | - | - | (28,409) | (28,409) |
| Profit/(Loss) before tax | 698,704 | (3,109) | (1,106,967) | (411,372) |
| Income tax | - | - | 9,544 | 9,544 |
| Profit/(Loss) for year | 698,704 | (3,109) | (1,097,423) | (401,828) |
| Segment assets | 2,017,151 | 73,619 | 678,813 | 2,769,583 |
| Segment liabilities | 569,604 | - | 1,018,457 | 1,588,061 |
| Other information | ||||
| -Purchase of non-current assets | - | - | 16,202 | 16,202 |
| -Depreciation and amortisation | 81,866 | - | 197,346 | 279,212 |
| Year ended 31 March 2008 | Telematics £ | Projects £ | Unallocated £ | Total £ |
| Segment revenue | 4,656,124 | - | - | 4,656,124 |
| Other income | - | 78,779 | - | 78,779 |
| Segment result | 485,527 | (238,478) | (1,138,324) | (891,275) |
| Finance costs | - | - | (67,014) | (67,014) |
| Profit/(Loss) before tax | 485,527 | (238,478) | (1,205,338) | (958,289) |
| Income tax | - | - | 57,124 | 57,124 |
| Profit/(Loss) for year | 485,527 | (238,478) | (1,148,214) | (901,165) |
| Segment assets | 2,419,805 | 78,779 | 929,309 | 3,427,893 |
| Segment liabilities | 1,011,222 | - | 844,259 | 1,855,481 |
| Other information | ||||
| -Purchase of non-current assets | 124,094 | - | 23,153 | 147,247 |
| -Depreciation and amortisation | 178,304 | - | 59,264 | 237,568 |
Geographical segments
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. Segment assets and capital expenditure are based on the geographical location of assets.
| Revenue | Other Income | Segment assets | Capital expenditure | |||||
| 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | |
| £ | £ | £ | £ | £ | £ | £ | £ | |
| United Kingdom | 2,607,017 | 2,709,333 | 472,988 | 78,779 | 1,918,975 | 2,423,809 | 16,202 | 147,247 |
| Europe | 397,924 | 1,056,139 | - | - | 767,946 | 840,967 | - | 836,076 |
| Rest of the World | 673,797 | 890,652 | - | - | 82,662 | 163,117 | - | - |
| 3,678,929 | 4,656,124 | 472,988 | 78,779 | 2,769,583 | 3,427,893 | 16,202 | 983,323 | |
Additions to capital expenditure include additions resulting from acquisitions through business combinations.
7. LOSS FROM OPERATIONS
| 2009 | 2008 | ||
| £ | £ | ||
| Loss from operations is stated after charging / (crediting): | |||
| Other income - Government grant | (472,988) | (78,779) | |
| Depreciation | - owned fixed assets | 33,280 | 52,272 |
| - assets on finance leases | 6,371 | 6,992 | |
| Amortisation of intangible assets | 239,561 | 178,304 | |
| Gain on disposal of property, plant and equipment | (8,080) | - | |
| Operating lease rentals | |||
| Land and buildings | 27,164 | 19,339 | |
| Other | 6,624 | 5,145 | |
| Research and development | 12,578 | 43,309 | |
| Loss on foreign exchange transactions | 20,234 | 11,106 | |
| Write-downs of inventories recognised as an expense | - | 91,608 | |
| Staff costs (note 10) | 1,491,335 | 1,549,331 | |
| 2009 | 2008 | |
| £ | £ | |
| Auditor's remuneration | ||
| Baker Tilly UK Audit LLP and associates | ||
| - audit services | ||
| Parent Company and consolidation | 5,600 | 8,200 |
| Subsidiary audits | 22,400 | 32,000 |
| - tax advisory services | 4,175 | 15,525 |
| - other services | - | 6,250 |
8. FINANCE COSTS
| 2009 | 2008 | |
| £ | £ | |
| Bank interest payable | 29,498 | 42,404 |
| Interest on loan stock | - | 33,754 |
| Interest on finance leases | 1,563 | 403 |
| 31,061 | 76,561 |
9. INCOME TAX
| | 2009 | 2008 |
| | | |
| | £ | £ |
| Current tax | - | - |
| | | |
| Adjustment in respect of prior period | - | (25,091) |
| R&D Tax Credit | (9,381) | (32,902) |
| | (9,381) | (57,993) |
| Deferred tax | | |
| Deferred tax charge for current year | (163) | (163) |
| Adjustment in respect of prior periods | - | 1,032 |
| | | |
| Tax credit | (9,544) | (57,124) |
Factors affecting the tax charge
The tax assessed for the years are lower than the applicable rate of corporation tax in the UK. The difference is explained below:
| 2009 | 2008 | |
| £ | £ | |
| Loss on ordinary activities before tax | (411,372) | (958,289) |
| Loss on ordinary activities multiplied by the standard rate of corporation tax in the UK of 28% (2008: 30%) | (115,184) | (287,487) |
| Effects of: | ||
| Expenses not deductible/income not taxable | 762 | 56,712 |
| Share Option adjustment | 2,690 | 3,491 |
| Temporary differences | (2,690) | 15,624 |
| Tax losses for which no deferred income tax asset was recognised | 114,259 | 211,497 |
| Adjustment in respect of previous periods | (9,381) | (56,961) |
| Total tax | (9,544) | (57,124) |
10. EMPLOYEES
| 2009 | 2008 | |
| No. | No. | |
| The average monthly number of persons (including Directors) employed by the Group was: | ||
| Research and development | 10 | 7 |
| Selling and distribution | 12 | 17 |
| Production | 6 | 12 |
| Administration | 10 | 12 |
| 38 | 48 |
| 2009 | 2008 | |
| £ | £ | |
| Staff costs for the employees and Directors (included under Administrative expenses): | ||
| Wages and salaries | 1,313,488 | 1,366,380 |
| Social Security costs | 168,239 | 163,788 |
| Share Based Payments | 9,608 | 19,163 |
| 1,491,335 | 1,549,331 |
Included in the above are costs relating to Directors, who are the key management personnel of the Group, as follows:
| 2009 | 2008 | |
| £ | £ | |
| Salaries, Fees & social security costs | 354,237 | 381,384 |
| Compensation for loss of office | 30,000 | - |
| Share Based Payments | 2,618 | 5,174 |
| 386,855 | 386,558 |
The Directors in office during the year ended 31 March 2009 received no pension contributions (2008: Nil).
Emoluments disclosed above include the following amounts paid to the highest paid director:
| 2009 | 2008 | |
| £ | £ | |
| Emoluments for qualifying services | 67,740 | 87,780 |
11. LOSS PER ORDINARY SHARE
The loss per ordinary share has been calculated using the loss for the year and the weighted average number of ordinary shares in issue during the year as follows:
| 2009 | 2008 | ||
| £ | £ | ||
| Loss for the year after taxation | (401,828) | (901,165) | |
| No. | No. | ||
| Number of ordinary shares of 1p each | 13,857,169 | 13,517,033 | |
| Basic weighted average number of ordinary shares of 1p each | 13,736,957 | 11,926,158 | |
| Basic weighted average number of ordinary shares of 1p each (diluted) | 13,736,957 | 11,926,158 | |
| Basic loss (pence per share) | (2.9)p | (7.6)p | |
| Diluted loss (pence per share) | (2.9)p | (7.6)p |
The weighted average number of shares for the purpose of calculating the diluted earnings per ordinary share 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 2007 | 220,420 | 716,651 | 937,071 | ||
| Acquisition of PJSoft | - | 633,022 | 633,022 | ||
| Additions | 124,094 | - | 124,094 | ||
| Exchange Difference | - | 196,334 | 196,334 | ||
| As at 31 March 2008 | 344,514 | 1,546,007 | 1,890,521 | ||
| Additions | - | - | - | ||
| As at 31 March 2009 | 344,514 | 1,546,007 | 1,890,521 | ||
| AMORTISATION | |||||
| As at 1 April 2007 | 42,771 | 71,665 | 114,436 | ||
| Charged to income statement | 70,742 | 107,562 | 178,304 | ||
| As at 31 March 2008 | 113,513 | 179,227 | 292,740 | ||
| Charged to income statement | 81,866 | 157,695 | 239,561 | ||
| As at 31 March 2009 | 195,379 | 336,922 | 532,301 | ||
| NET BOOK VALUE | |||||
| As at 31 March 2009 | 149,135 | 1,209,085 | 1,358,220 | ||
| As at 31 March 2008 | 231,001 | 1,366,780 | 1,597,781 | ||
Amortisation expenses of £239,561 (2008: £178,304) have been charged in Administrative expenses.
13. PLANT, PROPERTY & EQUIPMENT
| Freehold property | Furniture, fixtures and equipment | Computer equipment | Total | |||
| £ | £ | £ | £ | |||
| COST | ||||||
| As at 1 April 2007 | 420,000 | 95,365 | 125,821 | 641,186 | ||
| Additions | - | 419 | 22,734 | 23,153 | ||
| Acquired with PJSoft | - | 20,188 | 5,038 | 25,226 | ||
| Exchange differences | - | 5,582 | 1,563 | 7,145 | ||
| Disposals | - | (4,387) | - | (4,387) | ||
| As at 31 March 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 | ||
| DEPRECIATION | ||||||
| As at 1 April 2007 | 4,408 | 42,518 | 85,329 | 132,255 | ||
| Charged to income statement | 4,408 | 15,968 | 38,888 | 59,264 | ||
| Acquired with PJSoft | - | 16,718 | 3,038 | 19,756 | ||
| Exchange differences | - | 4,952 | 943 | 5,895 | ||
| Disposals | - | (2,908) | - | (2,908) | ||
| As at 31 March 2008 | 8,816 | 77,248 | 128,198 | 214,262 | ||
| Charged to income statement | 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 | ||
| NET BOOK VALUE | ||||||
| As at 31 March 2009 | 406,776 | 13,802 | 22,052 | 442,630 | ||
| As at 31 March 2008 | 411,184 | 39,919 | 26,958 | 478,061 | ||
Included within freehold property is £199,585 (2008: £199,585) relating to land which is not depreciated. The net book value of plant and computer equipment includes £9,233 (2008: £14,032) in respect of assets held under finance leases and hire purchase contracts. The depreciation charge in respect of these assets was £6,371 (2008: £6,992).
Total depreciation expenses of £39,651 (2008: £59,264) have been charged in administrative expenses.
14. INVENTORIES
| 2009 | 2008 | |
| £ | £ | |
| Finished goods and goods for resale | 159,153 | 146,027 |
The cost of inventories recognised as an expense and included in cost of sales amounted to £1,516,626 (2008: £2,631,725).
15. TRADE AND OTHER RECEIVABLES
| 2009 | 2008 | |
| £ | £ | |
| Trade receivables | 574,996 | 675,997 |
| Other receivables | 76,033 | 78,779 |
| Prepayments & accrued income | 48,979 | 54,975 |
| 700,008 | 809,751 |
The analysis of trade receivables by currency is as follows:
| 2009 | 2008 | |
| £ | £ | |
| Pound sterling | 494,774 | 639,934 |
| Euro | 61,147 | 9,566 |
| Other | 19,075 | 26,497 |
| 574,996 | 675,997 |
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 £114,940 (2008: £26,065).
As at 31 March 2009 trade receivables of £182,810 were past due but not impaired. The ageing analysis of these trade receivables is as follows:-
| 2009 | 2008 | |
| £ | £ | |
| Up to 3 months | 155,738 | 326,670 |
| 3 to 6 months | 27,072 | 20,775 |
| 182,810 | 347,445 |
The Directors consider that the carrying amount of trade and other receivables approximates to their fair values.
16. DEFERRED TAX
| 2009 | 2008 | |||||
| £ | £ | |||||
| As at 1 April | (18,674) | (17,805) | ||||
| Credited/(charged) to income statement (note 9) | 163 | (869) | ||||
| Balance at 31 March | (18,511) | (18,674) | ||||
| Revaluation of building | (18,511) | (18,674) | ||||
At the balance sheet date, the Group had unused tax losses of £1,289,000 (2008: £1,079,000) available for offset against future profits. No deferred tax asset has been recognised in respect of this due to the unpredictability of future profit streams.
17. CURRENT LIABILITIES - TRADE AND OTHER PAYABLES
| 2009 | 2008 | |
| £ | £ | |
| Trade payables | 437,936 | 766,337 |
| Taxation and social security | 305,918 | 89,294 |
| Other payables | 75,849 | 140,021 |
| Accruals and deferred income | 451,119 | 291,531 |
| 1,270,822 | 1,287,183 |
18. BORROWINGS
| 2009 | 2008 | ||
| £ | £ | ||
| Bank overdrafts | 636 | 210,280 | |
| Bank Loan | 220,479 | 235,060 | |
| DTi Loans | 66,965 | 102,679 | |
| Obligations under finance leases and hire purchase arrangements | 10,648 | 1,605 | |
| 298,728 | 549,624 | ||
| On demand or within one year | - Overdraft | 636 | 210,280 |
| - Other loans | 58,172 | 51,874 | |
| After one and within two years | 42,940 | 51,415 | |
| After two and within five years | 80,621 | 86,165 | |
| After five years | 116,359 | 149,890 | |
| 298,728 | 549,624 | ||
| Less: Amount due for settlement within one year (shown as current liabilities) | (58,808) | (262,154) | |
| Amount due for settlement after more than one year | 239,920 | 287,470 | |
Bank overdrafts are repayable on demand and secured by a floating charge over the assets of the Group. Interest was payable at between 2.25% and 5% over base rate and the effective interest rate was 7.0% (2008: 8.0%).
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 by National Westminster Bank under the Small Firms Loan Guarantee Scheme. The two loans are each repayable at the rate of £1,488 per month and interest is payable at the rate of 3.5% over Base rate. The average effective interest rate on the loans was 7.0% (2008: 9.0%). During 2007 the loans were transferred to HSBC under the same terms.
19. OBLIGATIONS UNDER FINANCE LEASES
| Minimum lease payments | ||||
| 2009 | 2008 | |||
| £ | £ | |||
| Amounts payable under finance leases: | ||||
| Due within one year | 12,390 | 1,655 | ||
| Less future finance charges | (1,742) | (50) | ||
| Present value | 10,648 | 1,605 | ||
The present value of minimum lease payments is analysed as follows:
| 2009 | 2008 | ||
| £ | £ | ||
| - within one year | 4,497 | 1,605 | |
| - after one year, but not more than five years | 6,151 | - | |
| 10,648 | 1,605 | ||
20. SHARE CAPITAL
| 2009 | 2008 | |||
| 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 | 13,857 | 138,571 | 13,517 | 135,170 |
On 7 August 2007 the Company acquired the entire issued share capital of PJSoft s.r.o. In part consideration the Company issued 340,136 ordinary shares on 7 August 2008 and will issue a further 453,516 ordinary shares on 7 August 2009.
21. RESERVES
| Share Capital | Share premium | Shares to be issued | Merger Reserve | Share based payment reserve | Translation reserve | Retained Earnings | Total | |
| £ | £ | £ | £ | £ | £ | £ | £ | |
| 31 March 2007 | 114,724 | 754,279 | - | 509,837 | 28,624 | - | 75,487 | 1,482,951 |
| Exchange differences on translation of overseas operations | - | - | - | - | 202,930 | - | 202,930 | |
| Loss for the year | - | - | - | - | - | (901,165) | (901,165) | |
| Shares issued | 20,446 | 502,055 | - | - | - | - | - | 522,501 |
| Shares to be issued | - | 246,032 | - | - | - | - | 246,032 | |
| IFRS2 Share based payments | - | - | - | 19,163 | - | - | 19,163 | |
| As at 31 March 2008 | 135,170 | 1,256,334 | 246,032 | 509,837 | 47,787 | 202,930 | (825,678) | 1,572,412 |
| Exchange differences on translation of overseas operations | - | - | - | - | 1,330 | - | 1,330 | |
| Loss for the year | - | - | - | - | - | - | (401,828) | (401,828) |
| Shares issued | 3,401 | 102,041 | (105,442) | - | - | - | - | - |
| IFRS2 Share based payments | - | - | - | - | 9,608 | - | - | 9,608 |
| As at 31 March 2009 | 138,571 | 1,358,375 | 140,590 | 509,837 | 57,395 | 204,260 | (1,227,506) | 1,181,522 |
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 | Balance as at 31 March 2008 | Granted during year | Exercised during year | Expired/ forfeited during the year | Balance as at 31 March 2009 | Grant date | Option & expected Life (years) | Risk free rate of return | Volatility |
| 25p | 395,250 | - | - | 280,020 | 115,230 | 31/3/07 | 3 | 4.8% | 9% |
| 26p | 235,179 | - | - | 62,684 | 172,495 | 1/10/07 | 3 | 4.8% | 60% |
| 5.25p | - | 100,000 | - | - | 100,000 | 30/11/08 | 3 | 3.0% | 54% |
| Total | 630,429 | 100,000 | - | 342,704 | 387,725 |
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 £9,608 to the Income Statement in respect of Share-Based Payments for the financial year ended 31 March 2009 (2008: £19,163).
23. CASH FLOWS
| 2009 | 2008 | ||
| £ | £ | ||
| A | Reconciliation of loss before tax to net cash flow from operating activities | ||
| Loss before tax | (411,372) | (958,289) | |
| Depreciation | 39,651 | 59,264 | |
| Bank and other interest charges | 28,409 | 67,014 | |
| Amortisation of intangible assets | 239,561 | 178,304 | |
| Gain on disposal of property, plant and equipment | (8,080) | - | |
| Share based payments | 9,608 | 19,163 | |
| Net loss before changes in working capital | (102,223) | (634,544) | |
| Movement on retranslation of overseas operations | 1,034 | 5,346 | |
| Movement in inventories | (13,126) | 189,902 | |
| Movement in trade and other receivables | 109,743 | 483,632 | |
| Movement in trade and other payables | (16,361) | 261,587 | |
| Cash (absorbed by)/generated from operations | (20,933) | 305,923 | |
| Interest paid | (31,061) | (76,561) | |
| Interest received | 2,652 | 9,547 | |
| Income taxes received | 32,902 | - | |
| Net cash (outflow) / inflow from operating activities | (16,440) | 238,909 | |
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).
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 | 2009 | 2008 |
| £ | £ | |
| Land and buildings | ||
| Within one year | 26,097 | 26,097 |
| In the second to fifth years inclusive | 42,336 | 68,433 |
| Other | ||
| Within one year | 6,142 | 5,088 |
| In the second to fifth years inclusive | 3,255 | 5,177 |
25. RELATED PARTY TRANSACTIONS
Details of the remuneration of the directors, who are the key management personnel of the Group, are disclosed in note 10 above.
J Watkins is a Director and shareholder of Omitec Ltd. During the year ended 31 March 2009 a total of £2,721 was invoiced to the Trakm8 Ltd by Omitec Ltd (2008: £3,000) and Trakm8 Ltd also invoiced Omitec Ltd £5,572 (2008: nil).
Omitec is also a Partner of Trakm8's working on the Trusted Road Usage Emissions Profiling Government Project for the Technology Strategy Board.
26. POST BALANCE SHEET EVENT
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 £289,513 was raised and the new shares represent approximately 24.3% of the enlarged share capital.
27. FINANCIAL INSTRUMENTS
Financial risk factors
The Group's activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. Where appropriate, the Group seeks to mitigate potential adverse effects on its financial performance.
Foreign exchange rate 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.
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.
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 undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise.
The carrying amount of the Group's foreign currency denominated monetary assets and liabilities at the reporting date is as follows:
| Assets | Liabilities | |||
| 2009 | 2008 | 2009 | 2008 | |
| £ | £ | £ | £ | |
| Euro | 65,303 | 44,824 | 296,788 | 617,301 |
| Other | 32,156 | 29,367 | 3,996 | 22,491 |
| 97,459 | 74,191 | 300,784 | 639,792 | |
| GBP | 804,752 | 1,098,931 | 1,274,349 | 1,197,015 |
| 902,211 | 1,173,122 | 1,575,133 | 1,836,807 | |
Foreign currency sensitivity
The Group is mainly exposed to the Euro. 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.
| 2009 | 2008 | |
| £ | £ | |
| Loss | (123,134) | (89,179) |
The Group's sensitivity to the Euro has increased during the year. Previously euro revenue receipts provided a hedge against euro payments to our suppliers. However during the past year the value of euros due from customers has declined and this has increased our exposure to adverse movements in the currency.
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.
The effect of such a change would be to increase the loss before tax for the year by £1,089 (2008: £1,565).
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.
| 2009 | 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 | Discount | 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 | - | 448,584 | - | - | - | - | - | 448,584 |
| 2008 | Weighted average effective interest rate | Less than 1 month | 1-3 months | 3-12 months | 1-5 years | More than 5 years | Discount | Total |
| % | £ | £ | £ | £ | £ | £ | £ | |
| Fixed rate | ||||||||
| Bank loan | 7.6% | - | 3,536 | 11,019 | 70,615 | 149,890 | - | 235,060 |
| Deferred consideration | 8.0% | - | - | 124,416 | - | - | - | 124,416 |
| Obligations under finance leases | 6.2% | 138 | 276 | 1,241 | - | - | (50) | 1,605 |
| Floating rate | ||||||||
| Bank overdrafts | 8.0% | 210,280 | - | - | - | - | - | 210,280 |
| Other loans | 9.0% | - | 8,929 | 26,785 | 66,965 | - | - | 102,679 |
| Trade payables | - | 766,337 | - | - | - | - | - | 766,337 |
Fair values
There is no material difference between the book value and the fair value of the Group's financial assets or liabilities.
Parent company balance sheet
as at 31 March 2009
| Notes | 2009 | 2008 | |
| £ | £ | ||
| FIXED ASSETS | |||
| Investments | 3 | 1,285,224 | 1,285,224 |
| CURRENT ASSETS | |||
| Debtors | 4 | 121,468 | 47,103 |
| Cash at bank | 29,741 | 294,144 | |
| 151,209 | 341,247 | ||
| CREDITORS: Amounts falling due within one year | 5 | (96,516) | (182,747) |
| NET CURRENT ASSETS | 54,693 | 158,500 | |
| NET ASSETS | 1,339,917 | 1,443,724 | |
| CAPITAL AND RESERVES | |||
| Called up share capital | 6 | 138,571 | 135,170 |
| Share premium | 7 | 1,358,375 | 1,256,334 |
| Share based payment reserve | 7 | 57,395 | 47,787 |
| Shares to be issued | 7 | 140,590 | 246,032 |
| Profit and loss account | 7 | (355,014) | (241,599) |
| SHAREHOLDERS' FUNDS | 1,339,917 | 1,443,724 | |
These financial statements were approved by the Directors and authorised for issue on 2 July 2009 and are signed on their behalf by:
| C D Buck | J Hedges |
| Director | Director |
Notes to the parent company financial statements
for the year ended 31 March 2009
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 230 of the Companies Act 1985, the profit and loss account of the Company is not presented as part of these financial statements.
The loss before tax for the year in the Company is £113,415 (2008: profit £199,557).
3. INVESTMENTS
| Subsidiaries | ||
| Cost | £ | |
| At 1 April 2008 | 1,285,224 | |
| Additions | - | |
| At 31 March 2009 | 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
| 2009 | 2008 | |
| £ | £ | |
| Amounts due from subsidiary undertakings | 112,706 | 37,297 |
| VAT recoverable | 2,929 | 3,139 |
| Prepayments | 5,833 | 6,667 |
| 121,468 | 47,103 |
5. CREDITORS: Amounts falling due within one year
| 2009 | 2008 | |
| £ | £ | |
| Trade creditors | 20,381 | 46,393 |
| Accruals and other creditors | 76,135 | 136,354 |
| 96,516 | 182,747 |
6. SHARE CAPITAL
Details of share capital and share options are shown in notes 21 and 23 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 2007 | 114,724 | 754,279 | - | 28,624 | (42,042) | 855,585 |
| Shares issued | 20,446 | 502,055 | - | - | - | 522,501 |
| Shares to be issued | - | - | 246,032 | - | - | 246,032 |
| Loss for the year | - | - | - | - | (199,557) | (199,557) |
| FRS20 Share based payments | - | - | - | 19,163 | - | 19,163 |
| 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 |
| As at 31 March 2009 | 138,571 | 1,358,375 | 140,590 | 57,395 | (355,014) | 1,339,917 |
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.
9. POST BALANCE SHEET EVENT
On 8 May 2009 the Company 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 £289,513 was raised and the new shares represent approximately 24.3% of the enlarged share capital.
Officers and Advisers
DIRECTORS
C D Buck
J Watkins
M Cowley
T Cowley
J Hedges
SECRETARY
C Giles
REGISTERED OFFICE
Lydden House
Wincombe Business Park
Shaftesbury
Dorset
SP7 9QJ
BANKERS
HSBC Bank plc
165 High Street
Southampton
SO14 2NZ
AUDITOR
Baker Tilly UK Audit LLP
Chartered Accountants
Hartwell House
55-61 Victoria Street
Bristol
BS1 6AD
FINANCIAL PUBLIC RELATIONS
Tavistock Communications
131 Finsbury Pavement
London
EC2A 1NT