REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Audited Financial Statements for the Year Ended 31 December 2022 |
for |
DATAFORCE INTERACT HOLDINGS LIMITED |
REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Audited Financial Statements for the Year Ended 31 December 2022 |
for |
DATAFORCE INTERACT HOLDINGS LIMITED |
DATAFORCE INTERACT HOLDINGS LIMITED (REGISTERED NUMBER: 05660005) |
Contents of the Financial Statements |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Statement of Comprehensive Income | 8 |
Balance Sheet | 9 |
Statement of Changes in Equity | 10 |
Notes to the Financial Statements | 11 |
DATAFORCE INTERACT HOLDINGS LIMITED |
Company Information |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: |
AUDITORS: |
Chartered Accountants |
& Statutory Auditor |
Third Floor |
126-134 Baker Street |
London |
W1U 6UE |
DATAFORCE INTERACT HOLDINGS LIMITED (REGISTERED NUMBER: 05660005) |
Strategic Report |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
The directors present their strategic report for the year ended 31 December 2022. |
REVIEW OF BUSINESS |
Dataforce Interact Holdings Limited (formerly HOV Global Services Holdings Limited) is a wholly owned subsidiary of DFG UK LLC. |
There are two wholly owned subsidiary undertakings principally affecting the profits or net assets of the Group in the year, HOV Global Services Limited and Dataforce Interact Limited. |
HOV Global Services Limited is principally engaged in providing specialised outsourced services and software solutions in the motor and healthcare insurance claims handling sector, including: |
- first notification of loss; |
- third party capture (motor); |
- supplier deployment and vehicle repair management; |
- investigation, assessment, negotiation and settlement; |
- recoveries; and |
- software solutions. |
Dataforce Interact Limited is principally engaged in the provision of customer communications handling services, including database management; telephone, email and mail response handling; high volume mailing; and fulfilment for a wide range of clients. |
The Group strategy is to create a business that is recognised for producing innovative and integrated solutions from concept to delivery. |
These objectives can be achieved through: |
- providing a multi-channel communication centre that delivers first class service to our clients customers; |
- increasing the value that our clients create from their customers through our use of data analytics integrated with operational delivery; |
- focusing our business on key market sectors so we can remain in touch with and deliver the specific requirements for each sector; and |
- creating long term relationships with our clients through the provision of proactive, innovative solutions to support their marketing activities. |
The group strategy is to grow organically by expending its client base and extending the range of services provided to existing clients. This will be achieved through the effective provision of an integrated range of services by combining our award winning IT solutions with claims handling activities. |
ON BEHALF OF THE BOARD: |
DATAFORCE INTERACT HOLDINGS LIMITED (REGISTERED NUMBER: 05660005) |
Report of the Directors |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
The directors present their report with the financial statements of the company for the year ended 31 December 2022. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2022. |
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 |
The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report. |
RISKS AND UNCERTAINTIES |
Market Risks |
The Group continues to operate in a competitive market with constant pressure on margins. This risk is managed by continuing efforts to improve efficiency and reduce costs. The Group is dependent on relationships with key customers. The Group generally does not have long-term agreements with some of these customers. A number of contracts are due to be renewed on a short to medium term basis and there is a limited exposure to the potential loss of business at the time of each renewal. If any of the top customers significantly reduces the amount of business they place with the Group, the revenue and operating results could be adversely affected. |
Competition |
The Group operates in a competitive market. If the Group does not continue to compete effectively by continuing to provide a high quality service the Group could lose clients and in consequence operating profits could be adversely affected. The Board has a number of initiatives to improve productivity. These initiatives focus on identifying more efficient ways of working either through process improvements or technological enhancements. |
The business of the Group may be vulnerable to new competitors, increased price competition and declining levels of contract renewals. Any of these factors could adversely affect the business and prospects of the Group. |
The Group monitors the performance of the business through detailed monthly operational and financial reporting, with comparison to budgets and updated forecasts being routinely made. In addition the Group maintains regular reviews and dialogue with the management of each of the Group's businesses. |
DATAFORCE INTERACT HOLDINGS LIMITED (REGISTERED NUMBER: 05660005) |
Report of the Directors |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
DIRECTORS' RESPONSIBILITIES STATEMENT |
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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: |
- | 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 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. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are 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 each director 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, Butler & Co LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Dataforce Interact Holdings Limited |
Opinion |
We have audited the financial statements of Dataforce Interact Holdings Limited (the 'company') for the year ended 31 December 2022 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 2022 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. |
Material uncertainty related to going concern |
We draw attention to Note 2 in the financial statements, which indicates that the company incurred a net loss of £4,753,995 during the year ended 31 December 2022 and as of that date , the company's net liabilities exceeded its total assets by £22,702,825. As stated in Note 2 ,these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern.However, the ultimate parent company has provided assurances that it would continue to support the entity as a going concern and meet its liabilities as they fall due as stated in "Going concern policy note (note 2) of the financial statements. The audit opinion is not modified in respect of this matter. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of the report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, 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, except to the extent otherwise explicitly stated in our report, 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 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. |
Opinions 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Dataforce Interact Holdings Limited |
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 Report of the Directors. |
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 directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Directors' Responsibilities Statement set out on page four, 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 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. |
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. |
- Enquiries of management, concerning the company's policies and procedures relating to: |
* Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance |
* Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud. |
- Discussions among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. |
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory frameworks that the company operates in. |
- Performed analytical review procedures to identify any unusual transactions or relationships |
- Tested journal entries to identify any unusual transactions |
- Reviewed and tested material accounting estimates for reasonableness |
- Reviewed for appropriateness and reasonableness of accounting policies used. |
As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or non-compliance. |
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. |
Report of the Independent Auditors to the Members of |
Dataforce Interact Holdings Limited |
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. |
for and on behalf of |
Chartered Accountants |
& Statutory Auditor |
Third Floor |
126-134 Baker Street |
London |
W1U 6UE |
DATAFORCE INTERACT HOLDINGS LIMITED (REGISTERED NUMBER: 05660005) |
Statement of Comprehensive |
Income |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
2022 | 2021 |
Notes | £ | £ |
TURNOVER |
Administrative expenses |
OPERATING LOSS | ( |
) | ( |
) |
Amounts written off investments | 5 | 1,602,245 | 1,160,000 |
(3,646,275 | ) | (1,349,017 | ) |
Interest payable and similar expenses | 6 |
LOSS BEFORE TAXATION | ( |
) | ( |
) |
Tax on loss | 7 |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
( |
) |
DATAFORCE INTERACT HOLDINGS LIMITED (REGISTERED NUMBER: 05660005) |
Balance Sheet |
31 DECEMBER 2022 |
2022 | 2021 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 8 |
CURRENT ASSETS |
Debtors | 9 |
CREDITORS |
Amounts falling due within one year | 10 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
CREDITORS |
Amounts falling due after more than one year |
11 |
NET LIABILITIES | ( |
) | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 12 |
Retained earnings | 13 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
The financial statements were authorised for issue by the Board of Directors and authorised for issue on |
DATAFORCE INTERACT HOLDINGS LIMITED (REGISTERED NUMBER: 05660005) |
Statement of Changes in Equity |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2021 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2021 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2022 | ( |
) | ( |
) |
DATAFORCE INTERACT HOLDINGS LIMITED (REGISTERED NUMBER: 05660005) |
Notes to the Financial Statements |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
1. | STATUTORY INFORMATION |
Dataforce Interact Holdings Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements have been prepared on a consistent basis in accordance with applicable Accounting Standard in the United Kingdom. A summary of the principal accounting policies is set out below. |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows. |
Related party exemption |
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. |
Financial instruments |
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Going concern |
During the year ended 31 December 2022, the company incurred a net loss of £4,753,995 (2021: £2,456,737) and, as of that date, the company's net liabilities were £22,702,825 (2021: £17,948,830). |
The main creditor of the company is the ultimate parent company, which was owed £18,880,407 (2021: £15,737,245) as at year end. They have confirmed that it will continue to support the company and not seek repayment from the company until the company is in position to repay. However, ultimate parent company is dependant on the continued financial support from the ultimate controlling party. |
These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. However, the directors have received confirmation from the ultimate parent company that they will continue to enable the company to meet its liabilities as they fall due. Therefore, the directors are of the opinion that it is appropriate to adopt the going concern basis in preparing the financial statements. |
DATAFORCE INTERACT HOLDINGS LIMITED (REGISTERED NUMBER: 05660005) |
Notes to the Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
2. | ACCOUNTING POLICIES - continued |
Group accounts |
The financial statements contain information relating to Dataforce Interact Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a sub group. In accordance with s400 of the Companies Act 2006, consolidated financial statements have not been prepared as the company and its subsidiary are included within the consolidated accounts of its ultimate holding company Exela Technologies,Inc, a company incorporated in USA. |
Investments |
Investments held as fixed assets are stated at cost less any provision for any permanent diminution in value. |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the year ended 31 December 2022 nor for the year ended 31 December 2021. |
The average number of employees during the year was as follows: |
2022 | 2021 |
Management |
2022 | 2021 |
£ | £ |
Directors' remuneration |
4. | AUDITORS' REMUNERATION |
2022 | 2021 |
£ | £ |
Fees payable to the company's auditors for the audit of the company's financial statements |
5,370 |
4,956 |
5. | AMOUNTS WRITTEN OFF INVESTMENTS |
2022 | 2021 |
£ | £ |
Amount written off investments | 1,602,245 | 1,160,000 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2022 | 2021 |
£ | £ |
Interest payable |
7. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 31 December 2022 nor for the year ended 31 December 2021. |
DATAFORCE INTERACT HOLDINGS LIMITED (REGISTERED NUMBER: 05660005) |
Notes to the Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
8. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertaking |
£ |
COST |
At 1 January 2022 |
and 31 December 2022 |
PROVISIONS |
At 1 January 2022 | 8,137,365 |
Impairments | 1,602,245 |
At 31 December 2022 | 9,739,610 |
NET BOOK VALUE |
At 31 December 2022 |
At 31 December 2021 |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: Baronsmede, The Avenue, Egham, TW20 9AB |
Nature of business: |
% |
Class of shares: | holding |
£ | £ |
Aggregate capital and reserves |
Ordinary A shares of £.01 each: 2,113,304 |
Ordinary B shares of £.01 each : 65,255 |
Registered office: Baronsmede, The Avenue, Egham, TW20 9AB |
Nature of business: |
% |
Class of shares: | holding |
£ | £ |
Aggregate capital and reserves | ( |
) | ( |
) |
Loss for the year | ( |
) | ( |
) |
Ordinary A shares of £.01each : 2,467,121 |
DATAFORCE INTERACT HOLDINGS LIMITED (REGISTERED NUMBER: 05660005) |
Notes to the Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
9. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2022 | 2021 |
£ | £ |
Other debtors |
10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2022 | 2021 |
£ | £ |
Other creditors |
Accruals and deferred income |
11. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2022 | 2021 |
£ | £ |
Amounts owed to group undertakings |
Included in amounts owed to group undertakings is a loan of £18,880,407 (2021: £15,737,246) which was reassigned from RC GPM LLC to DFG2 LLC, the ultimate holding parent company on 1 December 2012.The loan is repayable on demand and has an interest rate of 12%. The interest payable in respect of this loan charged to profit and loss account is £1,107,720 (2021: £1,107,720) |
There is a fixed and floating charge over the undertaking and all property and assets and future in relation to all money due from Dataforce Interact Holdings Limited, held by DFG2 LLC.This charge was satisfied on 9th August,2023 |
12. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2022 | 2021 |
value: | £ | £ |
Ordinary | £1 | 2,467,120 | 2,467,120 |
13. | RESERVES |
Retained |
earnings |
£ |
At 1 January 2022 | ( |
) |
Deficit for the year | ( |
) |
At 31 December 2022 | ( |
) |
14. | IMMEDIATE AND ULTIMATE HOLDING UNDERTAKINGS |
The company's immediate parent company is BTC International Holdings,Inc, a company registered in the USA, and whose parent is DFG 2 LLC, a company registered in the USA. |
The Company's ultimate parent undertaking, Exela Technologies, Inc., incorporated in the USA, whose principal place of business is at 2701 E Grauwyler Road, Irving, Texas 75061 includes the Company in its consolidated financial statements. The group accounts of Exela Technologies, Inc. prepared in accordance with US GAAP can be obtained from this address or www.sec.gov. |
DATAFORCE INTERACT HOLDINGS LIMITED (REGISTERED NUMBER: 05660005) |
Notes to the Financial Statements - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
15. | POST BALANCE SHEET EVENTS |
On 29th September,2023. a Deed of release was executed between DFG2 LLC (Lender) and the company whereby the lender agreed to release the company from all its liabilities, covenants & obligations to the lender from the loan agreement dated 15/09/2009 and subsequent amendments. As at 31/12/22, the amount so released stood at £18,880,407. |