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Registered number: 08957507
DELTA CAPITA LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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DELTA CAPITA LIMITED
REGISTERED NUMBER: 08957507
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2019
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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DELTA CAPITA LIMITED
REGISTERED NUMBER: 08957507
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2019
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 October 2020.
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B J Channer
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The notes on pages 5 to 20 form part of these financial statements.
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DELTA CAPITA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019
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Comprehensive income for the year
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Total comprehensive income for the year
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Transfer between reserves
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The notes on pages 5 to 20 form part of these financial statements.
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DELTA CAPITA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2018
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Comprehensive income for the year
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Total comprehensive income for the year
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Dividends: Equity capital
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Transfer between reserves
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The notes on pages 5 to 20 form part of these financial statements.
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DELTA CAPITA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
Delta Capita Limited is a private company, limited by shares, incorporated in England and Wales within the United Kingdom. The address of the registered office and the registration number are given in the company information page of these financial statements.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
The following principal accounting policies have been applied:
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Financial reporting standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Delta Capita Group Limited as at 31 December 2019 and these financial statements may be obtained from 2nd Floor, 40 Bank Street, London, E14 5NR..
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
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DELTA CAPITA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis. The Directors have considered relevant information, including the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment. The impact of the COVID-19 pandemic and the ensuing economic uncertainty has been assessed by the Directors who have performed a robust analysis of forecast future cash flows taking into account the potential impact on the business of possible future scenarios arising from the impact of COVID-19. At present the Directors assess that there is minimal impact to the business arising from the COVID-19 pandemic. At the year end the company had net current liabilities of £2,363,639 which has principally arisen due to operational losses incurred during the year. The company's cash flow generation is based on its trading activities and parent company support when appropriate in order that the company's cash flow can be effectively managed.
Based on the assessment and having regard to the resources available to the company, the Directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the financial statements.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
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DELTA CAPITA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to the Statement of comprehensive income on a straight line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
The Company has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard 01 January 2018 to continue to be charged over the period to the first market rent review rather than the term of the lease.
Interest income is recognised in the Statement of comprehensive income using the effective interest method.
Finance costs are charged to the Statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in the Statement of comprehensive income in the year in which they are incurred.
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DELTA CAPITA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of comprehensive income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of financial position date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquire at the date of acquisition. The goodwill was generated on a group reconstruction shortly after the acquisition by the hive up of the acquired business into the company’s trade. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised over a straight line basis to the Statement of comprehensive income over its useful economic life of three years.
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DELTA CAPITA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of comprehensive income.
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Impairment of fixed assets and goodwill
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Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Investments in subsidiaries are measured at cost less accumulated impairment.
Associates are measured at fair value using observable market data relating to the transactions in the company's equity. The fair value adjustment is included in profit and loss.
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.
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DELTA CAPITA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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.
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Statement of financial position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the
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DELTA CAPITA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
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Financial instruments (continued)
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contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an 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.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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The average monthly number of employees, including the directors, during the year was as follows:
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DELTA CAPITA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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Transfer on group reconstruction
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DELTA CAPITA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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DELTA CAPITA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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Investments in subsidiary companies
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Investment in associated entity
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Transfer on group reconstruction
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Associate
The basis of the fair value measurement in the year of the investment in the associate was changed due to observable market data in the trading of the company's equity compared to a multiple of EBITDA applied to the fair value measurement in prior years. Due to the change in estimation technique the carrying value of the investment and fair value gain in the current year was increased by circa £4.9M.
Subsidiaries
During the year the company acquried the entire share capital of TFE Markets Limited for a purchase price of £1,409,102. On 1 April 2019 the acquired trade, assets and liabilities of TFE Markets Limited were hived up into the trade of the company and treated as an group reconstruction accounted for as an acquisition. The net assets of the company acquired on the acquisition of the share capital of TFE Markets Limited from the previous owners was £384,079. The goodwill acquired on acquisition was £1,025,023.
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DELTA CAPITA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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Due after more than one year
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Amounts owed by group undertakings
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Amounts owed by group undertakings
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Amounts owed by associates
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts owed to associates
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Other taxation and social security
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Proceeds of factored debts
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Accruals and deferred income
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DELTA CAPITA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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Creditors: Amounts falling due after more than one year
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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DELTA CAPITA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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The provision for deferred taxation is made up as follows:
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Fair value gain on fixed asset investments
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Accelerated capital allowances
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Allotted, called up and fully paid
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1,000,000 (2018 - 1,000,000) Ordinary shares of £0.01 each
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Other reserves
The fair fair reserve has been established to record the fair value gains and losses on the carrying value of the investment in the associated entity which is measured at fair value with any gains or losses through profit and loss.
uring the year the movement in the fair value reserve comprised the fair value gain of £4,365,816 (2018: £66,823) and the related tax deferred tax credit in the year of £76,092 (2018: charge £2,792).
Profit and loss account
The reserve is used to record the accumulated distributable profits.
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DELTA CAPITA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £135,995 (2018: £28,798).
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Commitments under operating leases
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At 31 December 2019 the Company had future minimum lease payments under non-cancellable operating leases as follows:
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Later than 1 year and not later than 5 years
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Transactions with directors
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At the year end the company was owed £42,633 (2018: £30,000) by a director, B J Channer. No interest is charged on the loan and it is repayable on demand.
17.Guarantees
Due to the company's factoring and bank loan arrangements there is a fixed and floating charge over the company's assets.
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DELTA CAPITA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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Related party transactions
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During the year the company incurred expenses of £5,825,064 (2018: £5,557,696) from Delta Capita Managed Services Limited, an associate entity of the company for services rendered and the company recharged costs of £nil (2018: £489,142) to the associate.
During the year the company received a dividend of £39,000 (2018: £46,995) from Delta Capita Managed Services Limited.
At the year end the company owed £251,495 to (2018: was owed £404,903 by) Delta Capita Managed Services Limited and £nil (2018: £22,986) from Delta Capita Managed Services GmbH (subsidiary of Delta Capita Managed Services Limited).
At the year end the company was owed the following loan amounts from group undertakings:
- Delta Capita Pte Ltd - £1,312,995 (2018: £1,371,261)
- Delta Capita (HK) Ltd - £128,592 (2018: £128,592)
- Delta Capita (Pty) Ltd - £12,649 (2018: £42,304)
- Delta Capita Managed Services Pty Ltd - £115,630 (2018: £118,135)
At the year end the company was owed the following trade debtors amounts from group and associate undertakings:
- Delta Capita B.V. - £61,843 (2018: £2,477)
- Delta Capita Managed Services Ltd - £46,257 (2018: £nil)
- Delta Capita Pte Ltd - £3,967 (2018: £58,266)
During the year the company wrote off a bad debt expense of £2,505 (2018: £nil) due from the group undertaking, Delta Capita Managed Services Pty Ltd.
At the year end the company owed the following loan amounts to group undertakings:
- Delta Capita Group Ltd - £719,006 (2018: £119,413)
- Delta Capita B.V. - £nil (2018: £25,621)
- Delta Capita GRC Ltd - £875 (2018: £nil)
At the year end the company owed the following trade creditors amounts to group and associate undertakings:
- Delta Capita Managed Services Ltd - £1,168,695 (2018: £nil)
- Delta Capita Group Ltd - £500 (2018: £500)
The movements in the year relates to cash flow transfers. The intra group balances are repayable on demand and no interest is charged on the intra group loan balances.
During the year the company rendered services of £546,101 (2018: £nil) to Delta Capita B.V.
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The related party disclosures relate to group undertakings other than those transactions with the company's associate, Delta Capita Managed Services Limited.
Post balance sheet events
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Subsequent to the year end 75% of the company's parent company, Delta Capita Group Limited, was acquired by Prytek Holdings PTE Limited, a company incorporated in Singapore.
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DELTA CAPITA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
The parent company during the year was Delta Capita Group Limited. The company is included in the consolidated financial statements of Delta Capita Group Limited and said financial statements are avaiable from its registered office at 2nd Floor, 40 Bank Street, London, E14 5NR.
The ultimate controlling party of Delta Capita Group Limited during the year was B J Channer.
The ultimate controlling party at approval of these financial statements was Mr I Rybakov.
The auditors' report on the financial statements for the year ended 31 December 2019 was unqualified.
The audit report was signed on 23 November 2020 by John Coverdale Bsc FCA (Senior statutory auditor) on behalf of MHA MacIntyre Hudson.
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