REGISTERED NUMBER: 09891253 (England and Wales)

Group Strategic Report,

Report of the Director and

Consolidated Financial Statements

for the Year Ended 31 December 2017

for

MTK Holdings Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

7

Consolidated Balance Sheet

8

Company Balance Sheet

9

Consolidated Statement of Changes in Equity

10

Company Statement of Changes in Equity

11

Consolidated Cash Flow Statement

12

Notes to the Consolidated Cash Flow Statement

13

Notes to the Consolidated Financial Statements

14

DIRECTOR:

G Pask

REGISTERED OFFICE:

Lakeview House

4 Woodbrook Crescent

Billericay

Essex

CM12 0EQ

REGISTERED NUMBER:

09891253 (England and Wales)

AUDITORS:

Mudd Partners LLP

Statutory Auditors

Chartered Accountants

Lakeview House

4 Woodbrook Crescent

Billericay

Essex

CM12 0EQ

The director presents his strategic report of the company and the group for the year ended 31 December 2017.

REVIEW OF BUSINESS

The group turnover for the year was £4,349,777 and gross loss £3,597,026. In the year the company ceased dealing

with a major customer and incurred significant legal costs as disclosed in note 25.

PRINCIPAL RISKS AND UNCERTAINTIES

The group's business is directed to the automotive industry at a high level. Any adverse effect on that sector generally

will have a similar impact on the group.

Brexit is causing significant levels of uncertainty and a continued slowdown in this sector will impact on the group's

results.

KEY PERFORMANCE INDICATORS

The key financial performance indicators used by the directors are turnover and profit before tax..

ON BEHALF OF THE BOARD:

G Pask - Director

28 November 2018

The director presents his report with the financial statements of the company and the group for the year ended

31 December 2017.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of providing online software and digital services to

the automotive industry.

DIVIDENDS

An interim dividend of 0.296665 per share was paid on 31 December 2017. The director recommends that no final

dividend be paid.

The total distribution of dividends for the year ended 31 December 2017 will be £ 296,665 .

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR

G Pask held office during the whole of the period from 1 January 2017 to the date of this report.

DISCLOSURE IN THE STRATEGIC REPORT

A review of financial and other risks, management objectives and policies are now provided within the strategic report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial

statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director

has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve

the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and

the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is

required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the

company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the

company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He

is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for

the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act

2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director

in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of

that information.

AUDITORS

The auditors, Mudd Partners LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

G Pask - Director

28 November 2018

Opinion

We have audited the financial statements of MTK Holdings Ltd (the 'parent company') and its subsidiaries (the 'group')

for the year ended 31 December 2017 which comprise the Consolidated Statement of Comprehensive Income,

Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company

Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow

Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial

reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting

Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and

Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2017 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the

financial statements section of our report. We are independent of the group in accordance with the ethical requirements

that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have

fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We draw attention to note 11 in the financial statements, which states that the group incurred a loss of £3,597,026 during

the year to 31 December 2017 and as at that date the Group balance sheet was in deficit by £200,454. As stated in note

11, these events along with the other matters set out in note 11 indicate that an uncertainty exists that may cast doubt on

the use of the going concern basis. Our opinion is not modified in this respect.

Other information

The director is responsible for the other information. The other information comprises the information in the Group

Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the

Auditors thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or our knowledge

obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we

conclude that there is a material misstatement of this other information, we are required to report that fact. We have

nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in

the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the

Director.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is responsible

for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such

internal control as the director determines necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the group's and the parent company's

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease

operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs

(UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

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 a Report of the Auditors 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.

Jeffrey Stanley FCA (Senior Statutory Auditor)

for and on behalf of Mudd Partners LLP

Statutory Auditors

Chartered Accountants

Lakeview House

4 Woodbrook Crescent

Billericay

Essex

CM12 0EQ

28 November 2018

TURNOVER

3

4,349,777

10,445,184

Cost of sales

900,837

1,588,438

GROSS PROFIT

3,448,940

8,856,746

Administrative expenses

8,140,147

8,465,013

(4,691,207

)

391,733

Other operating income

820,569

477,094

OPERATING (LOSS)/PROFIT

5

(3,870,638

)

868,827

Interest receivable and similar income

148

5,855

(3,870,490

)

874,682

Interest payable and similar expenses

7

6,770

14,635

(LOSS)/PROFIT BEFORE TAXATION

(3,877,260

)

860,047

Tax on (loss)/profit

8

(280,234

)

(46,880

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(3,597,026

)

906,927

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(3,597,026

)

906,927

(Loss)/profit attributable to:

Owners of the parent

(3,597,026

)

906,927

Total comprehensive income attributable to:

Owners of the parent

(3,597,026

)

906,927

FIXED ASSETS

Intangible assets

12

12,168

1,224,531

Tangible assets

13

156,373

331,417

Investments

14

-

-

168,541

1,555,948

CURRENT ASSETS

Debtors

15

1,991,375

5,063,639

Cash at bank and in hand

1,803,487

2,158,519

3,794,862

7,222,158

CREDITORS

Amounts falling due within one year

16

3,546,834

4,914,280

NET CURRENT ASSETS

248,028

2,307,878

TOTAL ASSETS LESS CURRENT LIABILITIES

416,569

3,863,826

CREDITORS

Amounts falling due after more than one year

17

(590,439

)

-

PROVISIONS FOR LIABILITIES

21

(26,584

)

(170,589

)

NET (LIABILITIES)/ASSETS

(200,454

)

3,693,237

CAPITAL AND RESERVES

Called up share capital

22

1,000

1,000

Retained earnings

23

(201,454

)

3,692,237

SHAREHOLDERS' FUNDS

(200,454

)

3,693,237

The financial statements were approved by the director on 28 November 2018 and were signed by:

G Pask - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

-

-

Investments

14

2

4,174,889

2

4,174,889

CURRENT ASSETS

Debtors

15

4,335

1,501

Cash in hand

3

3

4,338

1,504

CREDITORS

Amounts falling due within one year

16

3,340

1,505

NET CURRENT ASSETS/(LIABILITIES)

998

(1

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,000

4,174,888

CAPITAL AND RESERVES

Called up share capital

22

1,000

1,000

Share premium

23

-

4,173,888

SHAREHOLDERS' FUNDS

1,000

4,174,888

Company's profit for the financial year

296,665

1,388,578

The financial statements were approved by the director on 28 November 2018 and were signed by:

G Pask - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 26 November 2015

-

4,173,888

-

4,173,888

Changes in equity

Issue of share capital

1,000

-

-

1,000

Dividends

-

(1,388,578

)

-

(1,388,578

)

Total comprehensive income

-

906,927

-

906,927

Balance at 31 December 2016

1,000

3,692,237

-

3,693,237

Changes in equity

Dividends

-

(296,665

)

-

(296,665

)

Total comprehensive income

-

(3,597,026

)

-

(3,597,026

)

Balance at 31 December 2017

1,000

(201,454

)

-

(200,454

)

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

1,000

-

4,173,888

4,174,888

Dividends

-

(1,388,578

)

-

(1,388,578

)

Total comprehensive income

-

1,388,578

-

1,388,578

Balance at 31 December 2016

1,000

-

4,173,888

4,174,888

Changes in equity

Issue of share capital

-

-

(4,173,888

)

(4,173,888

)

Dividends

-

(296,665

)

-

(296,665

)

Total comprehensive income

-

296,665

-

296,665

Balance at 31 December 2017

1,000

-

-

1,000

Cash flows from operating activities

Cash generated from operations

1

(1,676,253

)

1,859,447

Interest paid

14,488

(14,635

)

Interest element of finance lease payments paid

(21,258

)

-

Tax paid

(141,108

)

191,383

Net cash from operating activities

(1,824,131

)

2,036,195

Cash flows from investing activities

Purchase of intangible fixed assets

(7,946

)

(6,468

)

Purchase of tangible fixed assets

(12,920

)

(97,870

)

Sale of tangible fixed assets

3,985

33,002

Cash arising in subsidiary acquisition

-

1,578,444

Interest received

148

5,855

Net cash from investing activities

(16,733

)

1,512,963

Cash flows from financing activities

Capital repayments in year

915,764

-

Amount withdrawn by directors

(165,442

)

(2,061

)

Equity dividends paid

(296,665

)

(1,388,578

)

Net cash from financing activities

453,657

(1,390,639

)

(Decrease)/increase in cash and cash equivalents

(1,387,207

)

2,158,519

Cash and cash equivalents at beginning of year

2

2,158,519

-

Cash and cash equivalents at end of year

2

771,312

2,158,519

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period

26.11.15

Year Ended

to

31.12.17

31.12.16

£

£

(Loss)/profit before taxation

(3,877,260

)

860,047

Depreciation charges

770,021

893,045

Loss/(profit) on disposal of fixed assets

634,265

(23,842

)

Finance costs

6,770

14,635

Finance income

(148

)

(5,855

)

(2,466,352

)

1,738,030

Decrease/(increase) in trade and other debtors

3,372,370

(1,474,373

)

(Decrease)/increase in trade and other creditors

(2,582,271

)

1,595,790

Cash generated from operations

(1,676,253

)

1,859,447

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these

Balance Sheet amounts:

Year ended 31 December 2017

31.12.17

1.1.17

£

£

Cash and cash equivalents

1,803,487

2,158,519

Bank overdrafts

(1,032,175

)

-

771,312

2,158,519

Period ended 31 December 2016

31.12.16

26.11.15

£

£

Cash and cash equivalents

2,158,519

-

1.	STATUTORY INFORMATION

MTK Holdings Ltd is a private company, limited by shares , registered in England and Wales. The company's

registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The financial statements consolidate the accounts of MTK Holdings Ltd and all of its subsidiary undertakings.

As explained in note 25 Post Balance Sheet Events, a former trading subsidiary was placed into administration

on 18 June 2018. Due to this event, no separate audited financial statements are to be prepared for this company

and these consolidated financial statements include its results from regular management accounts prepared. Also

as explained in that note, an adjustment of assets and liabilities to their fair value at the date of administration,

has been made in these financial statements.

Turnover

Turnover represents the value of sales to customers, net of discounts, allowances, volume and promotional

rebates and other payments to customers and excludes VAT. Development service turnover is recognised in the

period in which the works are carried out and subscription turnover is recognised in the period to which it relates.

Intangible assets

Intangible assets are measured at cost less amortisation and any accumulated impairment losses.

Software development costs are recognised as an intangible asset when all of the following criteria are

demonstrated;

- The technical feasibility of completing the software so that it will be available for use or sale;

- The intention to complete the software and use or sell it;

- The ability to use the software or to sell it;

- How the software will generate probable future economic benefits;

- The availability of adequate technical, financial and other resources to complete the development and to use or

sell the software; and

- The ability to measure reliably the expenditure attributable to the software during its development.

Amortisation is charged so as to allocate the cost of intangibles less their residual values over their estimated

useful lives, using the straight-line method. The intangible assets are amortised over the following useful

economic lives:-

Software development costs - 3 years

If there is an indication that there has been a significant change in amortisation rate or value of an asset, the

amortisation of that asset is reviewed prospectively to reflect the new expectation.

If the net fair value of the identifiable assets and liabilities acquired exceeds the cost of a business combination,

the excess up to the fair value of non-monetary assets acquired is recognised in profit or losses in the periods in

which non-monetary assets are recovered. Any excess exceeding the fair value of non-monetary assets acquired

is recognised in profit or loss in the periods expected to be benefitted.

Patents and licences

Patents and licenses that have been capitalised are amortised over their estimated useful life of ten years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Short leasehold

-

Over the period of the lease

Improvements to property

-

Over the period of the lease

Plant and machinery

-

33% on cost, 25% on reducing balance and 20% on cost

Fixtures and fittings

-

33% on cost, 25% on reducing balance and 20% on cost

Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable

assurance that the company will comply with conditions attaching to them and the grants will be received using

the performance model.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of

Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or

directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or

substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance

sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from

those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that

have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the

timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they

will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Development costs

Development costs that have been capitalised are amortised over their estimated useful life of three years.

Foreign currencies

Foreign currency transactions are initially recognised by applying to the foreign currency amount the spot

exchange rate between the functional currency and the foreign currency at the date of the transaction.

Monetary assets and liabilities denominated in a foreign currency at the balance sheet date are translated using

the closing rate.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme

are charged to profit or loss in the period to which they relate.

Employee benefits

When employees have rendered service to the company, short-term employee benefits to which the employees

are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.