REGISTERED NUMBER: 09893207 (England and Wales)

Report of the Director and

Financial Statements

for the Year Ended 31 December 2017

for

MTK IP LTD

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

3

Income Statement

5

Balance Sheet

6

Notes to the Financial Statements

7

DIRECTOR:

G Pask

REGISTERED OFFICE:

Lakeview House

4 Woodbrook Crescent

Billericay

Essex

CM12 0EQ

REGISTERED NUMBER:

09893207 (England and Wales)

AUDITORS:

Mudd Partners LLP

Statutory Auditors

Chartered Accountants

Lakeview House

4 Woodbrook Crescent

Billericay

Essex

CM12 0EQ

The director presents his report with the financial statements of the company for the year ended 31 December 2017.

PRINCIPAL ACTIVITY

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

to the automotive industry.

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.

DIRECTORS

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

Other changes in directors holding office are as follows:

D Cox ceased to be a director after 31 December 2017 but prior to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing 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

of the profit or loss of the company 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;

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

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

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small

companies.

ON BEHALF OF THE BOARD:

G Pask - Director

28 November 2018

Opinion

We have audited the financial statements of MTK IP LTD (the 'company') for the year ended 31 December 2017 which

comprise the Income Statement, Balance Sheet and 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 company's affairs as at 31 December 2017 and of its 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 company 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 5 in the financial statements, which states that the company incurred a loss of £469,058 during

the year to 31 December 2017 and as at that date the Company's current liabilities exceeded assets by £19,609 and the

balance sheet was in deficit by £472,629. As stated in note 5, these events along with the other matters set out in note 5

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 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has 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 company and its environment obtained in the course of the audit,

we have not identified material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the 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; or

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, 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 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 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

2,551,776

2,088,057

Cost of sales

490,155

322,445

GROSS PROFIT

2,061,621

1,765,612

Administrative expenses

3,440,565

2,245,414

(1,378,944

)

(479,802

)

Other operating income

820,569

476,231

OPERATING LOSS

4

(558,375

)

(3,571

)

Interest payable and similar expenses

21,258

-

LOSS BEFORE TAXATION

(579,633

)

(3,571

)

Tax on loss

(110,575

)

-

LOSS FOR THE FINANCIAL YEAR

(469,058

)

(3,571

)

FIXED ASSETS

Intangible assets

6

12,168

5,556

Tangible assets

7

150,906

35,945

163,074

41,501

CURRENT ASSETS

Debtors

8

1,440,639

2,321,654

Cash at bank

-

284,950

1,440,639

2,606,604

CREDITORS

Amounts falling due within one year

9

1,460,248

2,651,675

NET CURRENT LIABILITIES

(19,609

)

(45,071

)

TOTAL ASSETS LESS CURRENT LIABILITIES

143,465

(3,570

)

CREDITORS

Amounts falling due after more than one year

10

(590,439

)

-

PROVISIONS FOR LIABILITIES

(25,654

)

-

NET LIABILITIES

(472,628

)

(3,570

)

CAPITAL AND RESERVES

Called up share capital

12

1

1

Retained earnings

(472,629

)

(3,571

)

SHAREHOLDERS' FUNDS

(472,628

)

(3,570

)

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

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

G Pask - Director

1.	STATUTORY INFORMATION

MTK IP 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 Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of 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.

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.

Patents and licenses

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.

Plant and machinery etc

-

33% 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 Income Statement, 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.

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 company operates a defined contribution pension scheme. Contributions payable to the company'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.

Financial instruments

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at

transaction price. Any losses arising from impairment are recognised in the profit and loss account in other

administrative expenses.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured

initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective

interest method, less any impairment.

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are

measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using

the effective interest method.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 58 (2016 - 35 ) .

4.	OPERATING LOSS

The operating loss is stated after charging:

Period

27.11.15

Year Ended

to

31.12.17

31.12.16

£

£

Depreciation - owned assets

23,023

11,561

Patents and licences amortisation

1,334

912

5.	GOING CONCERN BASIS

The company incurred a loss of £469,058 in the year to 31 December 2017. At that date, current liabilities

exceeded current assets by £19,609 and the balance sheet was in deficit by £472,629.. The directors have secured

several significant new customers after the balance sheet date. Profit and cash flow projections for the period up

to December 2019 show that the going concern basis continues to be appropriate for the company and group.

Any unexpected adverse variances to these projections may cast doubt on the going concern basis. The company

and group have secured bank facilities and asset finance to provide funds to meet operating expenses in this

period and the projections show the company will be reliant on the continuation of this finance until spring of

2019.

6.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2017

6,468

Additions

7,946

At 31 December 2017

14,414

AMORTISATION

At 1 January 2017

912

Charge for year

1,334

At 31 December 2017

2,246

NET BOOK VALUE

At 31 December 2017

12,168

At 31 December 2016

5,556

7.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2017

47,506

Additions

35,095

Reclassification/transfer

102,889

At 31 December 2017

185,490

DEPRECIATION

At 1 January 2017

11,561

Charge for year

23,023

At 31 December 2017

34,584

NET BOOK VALUE

At 31 December 2017

150,906

At 31 December 2016

35,945

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.17

31.12.16

£

£

Amounts owed by group undertakings

678,443

-

Other debtors

762,196

2,321,654

1,440,639

2,321,654

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.17

31.12.16

£

£

Bank loans and overdrafts

1,023,672

-

Finance leases (see note 11)

325,325

-

Trade creditors

57,826

4,409

Amounts owed to group undertakings

-

2,550,833

Taxation and social security

3,837

61,083

Other creditors

49,588

35,350

1,460,248

2,651,675

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.17

31.12.16

£

£

Finance leases (see note 11)

590,439

-

11.	LEASING AGREEMENTS

Minimum lease payments under finance leases fall due as follows:

Finance leases

31.12.17

31.12.16

£

£

Gross obligations repayable:

Within one year

374,996

-

Between one and five years

624,368

-

999,364

-

Finance charges repayable:

Within one year

49,671

-

Between one and five years

33,929

-

83,600

-

Net obligations repayable:

Within one year

325,325

-

Between one and five years

590,439

-

915,764

-

Finance leases relate to sold and leased back IPR in software and computer equipment.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.17

31.12.16

value:

£

£

1

Ordinary

£1

1

1

13.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party

transactions with wholly owned subsidiaries within the group.

14.	POST BALANCE SHEET EVENTS

On 18th June 2018 M510 Ltd (formerly Motortrak Ltd), a fellow group company, was placed into

administration. Up to the point of administration there had been a number of trading transactions between the

companies which were settled by regular set off. At 18th June 2018 no balance was due either to or from M510

Ltd. The administration is still ongoing and the administrator has yet to confirm the position.

15.	PARENT UNDERTAKING

The parent undertaking is MTK Holdings Ltd. The parent undertaking shares its registered office with the

company.

Copies of the group accounts can be obtained at Companies House, Cardiff, CF14 3UZ.