Company registration number 02078041 (England and Wales)
DATA INTERCHANGE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
DATA INTERCHANGE LIMITED
COMPANY INFORMATION
Directors
R J Clark
(Appointed 6 June 2022)
G S Lambert
(Appointed 6 June 2022)
J M Vanta-Mediran
(Appointed 6 June 2022)
Secretary
D Andrews
Company number
02078041
Registered office
Rhys House
Minerva Business Park
Lynchwood
Peterborough
Cambridgeshire
United Kingdom
PE2 6FT
Auditor
Azets Audit Services
Ruthlyn House
90 Lincoln Road
Peterborough
Cambridgeshire
United Kingdom
PE1 2SP
DATA INTERCHANGE LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Profit and loss account
7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 25
DATA INTERCHANGE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -

The directors present the strategic report for the year ended 31 December 2022.

Trading performance and financial results

June 2022 saw the acquisition of Data Interchange by Epicor Software (UK) Limited. The acquisition primarily expanded Epicor’s reach in European markets and added to the company’s portfolio of B2B integration technologies, empowering customers to connect businesses and trading partners, increase efficiency, and drive value in the supply chain.

 

This global opportunity brought the Data Interchange products and services under a world-renowned, market leading brand.

 

 

 

 

Following the end of the accounting year the group has undertaken a review of the UK structure and will be undertaking a re-organisation of the group. As a result it is likely that the trade and assets of Data Interchange Limited will transfer into Epicor Software (UK) Ltd and consequently this company will become dormant. This will have no impact on the trade undertaken by Data Interchange Limited which will continue to operate, but via a different legal entity.

On behalf of the board

R J Clark
Director
5 October 2023
DATA INTERCHANGE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2022.

Principal activities

 

The principal activity of the company continued to be that of the provision of easy-to-use B2B intergration software and services.

 

Our B2B EDI integration technologies facilitate the fast and accurate exchange of business-critical data. The combination of our data integration, communication and cloud technologies coupled with our professional services capability means we have the expertise to solve the most challenging EDI B2B integration environments. This allows our customers to exploit the full potential of their trading relationships and optimise their supply-chain.

 

The Company is well-established in the UK and Europe with a strong focus on expanding its presence through growing its channel partner network.

Results and dividends

The results for the year are set out on page 7.

Ordinary dividends were paid amounting to £5,248,970. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

R J Clark
(Appointed 6 June 2022)
G S Lambert
(Appointed 6 June 2022)
J M Vanta-Mediran
(Appointed 6 June 2022)
A S Filby
(Resigned 6 June 2022)
E R Friend
(Resigned 6 June 2022)
I Friend
(Resigned 6 June 2022)
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
R J Clark
Director
5 October 2023
DATA INTERCHANGE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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 directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are 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 them to ensure that the financial statements comply with the Companies Act 2006. They are 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.

DATA INTERCHANGE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF DATA INTERCHANGE LIMITED
- 4 -
Opinion

We have audited the financial statements of Data Interchange Limited (the 'company') for the year ended 31 December 2022 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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:

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 Auditor's 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 your attention to note 1.2 in respect of going concern of the company that following the end of the accounting year the group has undertaken a review of the UK structure and will be undertaking a re-organisation of the group. As a result it is likely that the trade and assets of Data Interchange Limited will transfer into Epicor Software (UK) Ltd and consequently this company will become dormant. This will have no impact on the trade undertaken by Data Interchange Limited which will continue to operate, but via a different legal entity.

 

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Subject to the above, based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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.

DATA INTERCHANGE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF DATA INTERCHANGE LIMITED
- 5 -

Opinions on other matters prescribed by the Companies Act 2006

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

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 strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are 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 directors determine is 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 an auditor's report 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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

DATA INTERCHANGE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF DATA INTERCHANGE LIMITED
- 6 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Tracey Richardson BSc (Hons) FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
5 October 2023
Chartered Accountants
Statutory Auditor
Ruthlyn House
90 Lincoln Road
Peterborough
Cambridgeshire
United Kingdom
PE1 2SP
DATA INTERCHANGE LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
2022
2021
Notes
£
£
Turnover
3
8,543,037
8,366,156
Cost of sales
(1,351,057)
(1,662,056)
Gross profit
7,191,980
6,704,100
Administrative expenses
(6,351,222)
(7,344,422)
Other operating income
126,952
-
0
Operating profit/(loss)
4
967,710
(640,322)
Interest receivable and similar income
7
54,204
157,436
Profit/(loss) before taxation
1,021,914
(482,886)
Tax on profit/(loss)
8
570,553
(1,474)
Profit/(loss) for the financial year
1,592,467
(484,360)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

DATA INTERCHANGE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
2022
2021
£
£
Profit/(loss) for the year
1,592,467
(484,360)
Other comprehensive income
-
-
Total comprehensive income for the year
1,592,467
(484,360)
DATA INTERCHANGE LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 9 -
2022
2021
Notes
£
£
£
£
Fixed assets
Intangible assets
10
4,412
5,375
Tangible assets
11
112,649
185,791
Investments
12
117,979
117,979
235,040
309,145
Current assets
Debtors
15
3,645,842
7,494,929
Cash at bank and in hand
1,492,211
1,299,620
5,138,053
8,794,549
Creditors: amounts falling due within one year
16
(3,896,618)
(3,927,570)
Net current assets
1,241,435
4,866,979
Total assets less current liabilities
1,476,475
5,176,124
Provisions for liabilities
Deferred tax liability
17
-
0
43,146
-
(43,146)
Net assets
1,476,475
5,132,978
Capital and reserves
Called up share capital
20
50,000
50,000
Profit and loss reserves
1,426,475
5,082,978
Total equity
1,476,475
5,132,978
The financial statements were approved by the board of directors and authorised for issue on 5 October 2023 and are signed on its behalf by:
R J Clark
Director
Company Registration No. 02078041
DATA INTERCHANGE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 10 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2021
50,000
5,747,338
5,797,338
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
(484,360)
(484,360)
Dividends
9
-
(180,000)
(180,000)
Balance at 31 December 2021
50,000
5,082,978
5,132,978
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
1,592,467
1,592,467
Dividends
9
-
(5,248,970)
(5,248,970)
Balance at 31 December 2022
50,000
1,426,475
1,476,475
DATA INTERCHANGE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 11 -
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
25
4,943,435
(647,680)
Income taxes refunded
464,878
25,450
Net cash inflow/(outflow) from operating activities
5,408,313
(622,230)
Investing activities
Purchase of intangible assets
-
0
(5,999)
Purchase of tangible fixed assets
(20,956)
(49,563)
Proceeds on disposal of tangible fixed assets
-
0
10,836
Interest received
54,204
44,488
Dividends received
-
0
112,948
Net cash generated from investing activities
33,248
112,710
Financing activities
Dividends paid
(5,248,970)
(180,000)
Net cash used in financing activities
(5,248,970)
(180,000)
Net increase/(decrease) in cash and cash equivalents
192,591
(689,520)
Cash and cash equivalents at beginning of year
1,299,620
1,989,140
Cash and cash equivalents at end of year
1,492,211
1,299,620
DATA INTERCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 12 -
1
Accounting policies
Company information

Data Interchange Limited is a private company limited by shares incorporated in England and Wales. The registered office is Rhys House, Minerva Business Park, Lynchwood, Peterborough, Cambridgeshire, United Kingdom, PE2 6FT.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 

Following the end of the accounting year the group has undertaken a review of the UK structure and will be undertaking a re-organisation of the group. As a result it is likely that the trade and assets of Data Interchange Limited will transfer into Epicor Software (UK) Ltd and consequently this company will become dormant. This will have no impact on the trade undertaken by Data Interchange Limited which will continue to operate, but via a different legal entity.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

DATA INTERCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 13 -
1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Domain names
20% straight line
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
20% reducing balance
Computers
25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

DATA INTERCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 14 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

DATA INTERCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 15 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

DATA INTERCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 16 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

DATA INTERCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 17 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover and other revenue
2022
2021
£
£
Turnover analysed by class of business
Software and licensing
6,876,418
7,028,849
Consultancy, support contracts and managed services
1,666,619
1,337,307
8,543,037
8,366,156
2022
2021
£
£
Turnover analysed by geographical market
United Kingdom
4,428,380
3,022,252
Rest of Europe
2,670,740
3,675,685
Rest of the world
1,443,917
1,668,219
8,543,037
8,366,156
2022
2021
£
£
Other revenue
Interest income
54,204
44,488
Dividends received
-
112,948
4
Operating profit/(loss)
2022
2021
Operating profit/(loss) for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(12,958)
130,515
Fees payable to the company's auditor for the audit of the company's financial statements
14,000
14,000
Depreciation of owned tangible fixed assets
94,098
100,142
(Profit)/loss on disposal of tangible fixed assets
-
0
5,234
Amortisation of intangible assets
963
624
DATA INTERCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 18 -
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2022
2021
Number
Number
Office staff
90
114
Directors
3
3
Total
93
117

Their aggregate remuneration comprised:

2022
2021
£
£
Wages and salaries
5,236,012
4,824,750
Social security costs
601,176
517,335
Pension costs
280,973
212,680
6,118,161
5,554,765
6
Directors' remuneration
2022
2021
£
£
Remuneration for qualifying services
74,742
109,549
Company pension contributions to defined contribution schemes
7,031
8,890
81,773
118,439
7
Interest receivable and similar income
2022
2021
£
£
Interest income
Interest on bank deposits
-
0
20,754
Interest receivable from group companies
54,204
23,734
Total interest revenue
54,204
44,488
Income from fixed asset investments
Income from shares in group undertakings
-
0
112,948
Total income
54,204
157,436
DATA INTERCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
7
Interest receivable and similar income
(Continued)
- 19 -

Investment income includes the following:

Interest on financial assets not measured at fair value through profit or loss
54,204
44,488
8
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
79,427
-
0
Adjustments in respect of prior periods
(606,834)
-
0
Total current tax
(527,407)
-
0
Deferred tax
Origination and reversal of timing differences
(43,146)
1,474
Total tax (credit)/charge
(570,553)
1,474

The actual (credit)/charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2022
2021
£
£
Profit/(loss) before taxation
1,021,914
(482,886)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
194,164
(91,748)
Tax effect of expenses that are not deductible in determining taxable profit
(4,837)
6,158
Unutilised tax losses carried forward
-
0
343,480
Permanent capital allowances in excess of depreciation
(1,196)
(1,464)
Research and development tax credit
(606,834)
(247,000)
Other permanent differences
(10,112)
(10,420)
Profit on disposal of fixed assets
-
0
994
Origination and reversal of timing differences
(43,146)
1,474
Utilisation of tax losses brought forward
(98,592)
-
0
Taxation (credit)/charge for the year
(570,553)
1,474
DATA INTERCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 20 -
9
Dividends
2022
2021
£
£
Final paid
846,321
180,000
Interim paid
4,402,649
-
0
5,248,970
180,000
10
Intangible fixed assets
Domain names
£
Cost
At 1 January 2022 and 31 December 2022
31,439
Amortisation and impairment
At 1 January 2022
26,064
Amortisation charged for the year
963
At 31 December 2022
27,027
Carrying amount
At 31 December 2022
4,412
At 31 December 2021
5,375
11
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2022
193,839
539,338
733,177
Additions
4,846
16,110
20,956
At 31 December 2022
198,685
555,448
754,133
Depreciation and impairment
At 1 January 2022
151,269
396,117
547,386
Depreciation charged in the year
9,006
85,092
94,098
At 31 December 2022
160,275
481,209
641,484
Carrying amount
At 31 December 2022
38,410
74,239
112,649
At 31 December 2021
42,570
143,221
185,791
DATA INTERCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 21 -
12
Fixed asset investments
2022
2021
Notes
£
£
Investments in subsidiaries
13
117,979
117,979
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Data Interchange GmbH
c/o Mazars GmbH & Co.KG, Thedor-Stern-Kai 1, 60596 Frankfurt am Main, Germany
Ordinary
100.00
Data Interchange SL
Av. Puente Cultural 8, Bloque A 3-6, 28702-San Sebaastian de los Reyes, Madrid, Spain
Ordinary
100.00
Data Interchange Scandinavia AB
c/o Alingsås Företagsservice AB, Göteborgsvägen 14, 441 32 Alingsås, Sweden
Ordinary
100.00
Data Interchange Inc.
3463 State Street Suite 174, Santa Barbara, CA 93105, USA
Ordinary
100.00
Data Interchange SP z.o.o
c/o GLC, ul. Uniwersytecka 13, 40-007 Katowice, Poland
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Data Interchange GmbH
184,539
57,593
Data Interchange SL
82,418
48,764
Data Interchange Scandinavia AB
33,055
15,861
Data Interchange Inc.
(985,027)
3,098
Data Interchange SP z.o.o
(529,873)
(11,558)
DATA INTERCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 22 -
14
Financial instruments
2022
2021
£
£
Carrying amount of financial assets
Trade debtors
958,950
739,734
Amounts due from fellow group undertakings
1,704,728
5,879,419
Other debtors
-
2,626
Bank and cash
1,492,211
1,299,620
Measured at cost
4,155,889
7,921,399
Carrying amount of financial liabilities
Trade creditors
30,377
37,567
Amounts due to fellow group undertakings
518,366
737,487
Other creditors
39,808
45,832
Accruals and deferred income
2,849,099
2,773,459
Measured at cost
3,437,650
3,594,345
15
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
886,871
696,434
Corporation tax recoverable
461,452
398,923
Amounts owed by group undertakings
1,750,346
5,007,850
Other debtors
-
0
874,195
Prepayments and accrued income
547,173
517,527
3,645,842
7,494,929
16
Creditors: amounts falling due within one year
2022
2021
Notes
£
£
Trade creditors
30,377
37,567
Amounts owed to group undertakings
468,902
737,487
Taxation and social security
219,481
333,225
Deferred income
18
2,277,455
2,224,803
Other creditors
328,759
45,832
Accruals and deferred income
571,644
548,656
3,896,618
3,927,570
DATA INTERCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 23 -
17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2022
2021
Balances:
£
£
Accelerated capital allowances
-
43,146
2022
Movements in the year:
£
Liability at 1 January 2022
43,146
Credit to profit or loss
(43,146)
Liability at 31 December 2022
-

 

18
Deferred income
2022
2021
£
£
Other deferred income
2,277,455
2,224,803
19
Retirement benefit schemes
2022
2021
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
280,973
212,680

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

20
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
50,000
50,000
50,000
50,000
DATA INTERCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 24 -
21
Operating lease commitments

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

2022
2021
£
£
Within one year
120,000
8,695
Between two and five years
171,945
-
0
291,945
8,695
22
Events after the reporting date

Following the year end the group undertook reorganisations within the UK which has resulted in all the subsidiary companies, with the exception of Data Interchange SP z.o.o, being transferred to Epicor Software (UK) Ltd. It is planned that Data Interchange SP z.o.o will also be transferred to Epicor Software (UK) Ltd before the end of the next financial year.

23
Related party transactions
Remuneration of key management personnel

 

The key management personnel of the company are paid through the parent company Epicor Software (UK) Limited.

Transactions with related parties

During the year transactions took place with Mickle Management LLP, an LLP in which the Mr I R Friend (director until 6 June 2022) and Mr E R Friend (director until 6 June 2022) are members. During the year £35,000 (2021 - £156,000) was paid to Mickle Management LLP in management charges.

 

At the balance sheet date amounts owed by connected parties total £nil (2021 - £871,569) from Mickle Management LLP. An interim dividend of £880,092 was declared and paid on 6 June 2022 which cleared all intercompany and connected debtors as at that date.

 

As the company is a wholly owned subsidiary, the company has taken advantage of the exemption contained in FRS102 section 33.1A related party disclosures, and has therefore not disclosed transactions or balances with wholly owned entities which form part of its group.

24
Ultimate controlling party

During 2021 and until 6 June 2022 the company's ultimate parent company was Pajef Limited, a company incorporated in England and Wales.

 

On 6 June 2022 the entire share capital of the company was sold to Epicor Software (UK) Ltd, a company incorporated in England and Wales. The ultimate parent company is now CD&R Mercury Holdings LP, incorporated in the USA.

DATA INTERCHANGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 25 -
25
Cash generated from/(absorbed by) operations
2022
2021
£
£
Profit/(loss) for the year after tax
1,592,467
(484,360)
Adjustments for:
Taxation (credited)/charged
(570,553)
1,474
Investment income
(54,204)
(157,436)
(Gain)/loss on disposal of tangible fixed assets
-
0
5,234
Amortisation and impairment of intangible assets
963
624
Depreciation and impairment of tangible fixed assets
94,098
100,142
Movements in working capital:
Decrease/(increase) in debtors
3,911,616
(803,927)
(Decrease)/increase in creditors
(83,604)
543,246
Increase in deferred income
52,652
147,323
Cash generated from/(absorbed by) operations
4,943,435
(647,680)
26
Analysis of changes in net funds
1 January 2022
Cash flows
31 December 2022
£
£
£
Cash at bank and in hand
1,299,620
192,591
1,492,211
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