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Registered number: 06853474
DIGICA SOLUTIONS LIMITED
UNAUDITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2021
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COMPANY INFORMATION
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J A Carroll (appointed 25 March 2021)
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CONTENTS
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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Report to the directors on the preparation of the unaudited statutory financial statements of Digica Solutions Limited for the year ended 31 December 2021
We have compiled the accompanying financial statements of Digica Solutions Limited (the ‘company’) based on the information you have provided. These financial statements comprise the Statement of Financial Position of Digica Solutions Limited as at 31 December 2021, the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
We performed this compilation engagement in accordance with International Standard on Related Services 4410 (Revised), 'Compilation Engagements'.
We have applied our expertise in accounting and financial reporting to assist you in the preparation and presentation of these financial statements in accordance with 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). As a member firm of the Institute of Chartered Accountants in England and Wales, we are subject to its ethical and other professional requirements which are detailed at www.icaew.com.
These financial statements and the accuracy and completeness of the information used to compile them are your responsibility.
Since a compilation engagement is not an assurance engagement, we are not required to verify the accuracy or completeness of the information you provided to us to compile these financial statements. Accordingly, we do not express an audit opinion or a review conclusion on whether these financial statements are prepared in accordance with United Kingdom Generally Accepted Accounting Practice.
This report is made solely to the Company's directors, as a body, in accordance with the terms of our engagement letter dated 23 November 2021. Our work has been undertaken solely to prepare for your approval the financial statements of the company and state those matters that we have agreed to state to the Company's directors, as a body, in this report in accordance with our engagement letter dated 23 November 2021. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and its directors, as a body, for our work or for this report.
Grant Thornton UK LLP
Chartered Accountants
Liverpool
28 September 2022
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DIGICA SOLUTIONS LIMITED
REGISTERED NUMBER:06853474
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021
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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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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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DIGICA SOLUTIONS LIMITED
REGISTERED NUMBER:06853474
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STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2021
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
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 by:
The notes on pages 5 to 12 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive income for the year
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At 1 January 2021 (as previously stated)
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At 1 January 2021 (as restated)
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Comprehensive income for the year
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The notes on pages 5 to 12 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
The company is a private company limited by shares and is registered in England and Wales. The registered number is 06853474 and its registered office is Atlantic Business Centre, Atlantic Street, Altrincham, WA14 5NQ.
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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
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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 eligble for the exemption to prepare consolidated accounts.
The company meets its funding requirements through its cash at bank, loans from the directors and support from its related parties.
The impact on the company arising from the uncertainty of COVID-19 has been considered by the directors:
∙The director's consider that the company has ample liquidity to continue in business for at least the next 12 months as a going concern.
∙The directors have reviewed the assets of the business and do not believe there to be any impairments arising as a result of the pandemic.
∙To date, there has been no material impact on the company arising from COVID-19 and the directors continue to monitor the situation very closely.
Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company's activities. Revenue is shown net of value added tax, returns, rebates and discounts.
The Company operates on fixed price or time and materials pricing models. Where a contract on a fixed price agreement has been partially completed at the reporting date, revenue reflects the proportional value of costs incurred to that date.
Where payments are received from customers in advance of services provided the amounts are referred to as deferred income.
For contracts charged on a time and material basis turnover is accounted for as time worked multiplied by chargeable rate
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.
Transactions in currencies other than pound 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 are included in the profit or loss for the period.
Grants are accounted under the accruals method as permitted by FRS 102. Grants of a revenue nature are recognised in the profit or loss in the same period as related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss 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 profit or loss in the year in which they are incurred.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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 profit or loss 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.
Tax is recognised in profit or loss 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.
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 profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
The cost of work in progress comprises direct materials, and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present locaton and condition. Work in progress is valued at the lower of cost and net realisable value.
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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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 other loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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.
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 profit or loss.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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The average monthly number of employees, including directors, during the year was 5 (2020 - 6).
At 31 December 2021, the number of persons employed by the company's Polish subsidiary, Digica Sp. Z.o.o, was 48.
At 31 December 2021, the number of persons employed by the company's US subsidiary, Digica Solutions US Inc, was 1.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Amounts owed by group undertakings
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Prepayments and accrued income
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Included within other loans is a Bounce Back loan (BBL Scheme) of £10,000 (2020: £5,637) which has a fixed interest rate of 2.5% and is unsecured. The loan is repayable over 60 months commencing from June 2021.
Included within other loans is an acquisition loan of £300,000 (2020: £300,000) due to a director which is interest free, secured and repayable on demand.
Included within other loans is a loan of £75,000 (2020: £Nil) due to a director which has a fixed interest rate of 5.23%, unsecured and repayable in June 2022.
Included within other loans is a loan of £360,000 (2020: £Nil) due to a director which has a fixed interest rate of 10%, secured and repayable in June 2022.
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Creditors: Amounts falling due after more than one year
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Included within other loans is a Bounce Back loan (BBL Scheme) of £33,470 (2020: £44,363) which has a fixed interest rate of 2.5% and is unsecured. The loan is repayable over 60 months commencing from June 2021.
Included within other loans is a loan of £Nil (2020: £105,000) due to a director which is interest free,
secured and repayable in June 2022.
Included within other loans is a loan of £Nil (2020: £75,000) due to a director which is interest free, unsecured and repayable in June 2022.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
A prior year adjustment has been made to restate £300,000 of other loans from creditors due after one year to creditors due within one year.
A prior year adjustment has been made to move the fair value movement from the fair value reserve to the profit and loss reserve in line with the correct accounting treatment under FRS 102.
Both of these prior year adjustments have had no impact on the profit or loss for the year or the net liabilities on the Statement of Financial Position as at 31 December 2020.
The Company operates a defined contribution pension scheme. The pension cost charge represents contributions payable by the Company to the fund and amounted to £9,743 (2020: £1,498). Included within other credtiors as at 31 December 2021 is an amount of £1,777 (2020: £833) due in respect of pension contributions.
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Commitments under operating leases
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At 31 December 2021 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Related party transactions
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As the 100% parent of Digica SP. Z O.O, advantage has been taken of the exemption in FRS 102 (section 33) in respect of transactions and balances with other wholly owned group undertakings.
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Post balance sheet events
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On 26 May 2022, Digica Holdings Limited acquired Digica Solutions Limited.
The company is under the joint control of S N Bradbury and J L Bradbury by virtue of their shareholding.
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