ACCOUNTS - Final Accounts preparation


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Registered number: 13007967










DATUM360 HOLDCO LIMITED










DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

 
DATUM360 HOLDCO LIMITED
 
 
COMPANY INFORMATION


Directors
C Boyes 
J Michael 
D Mitchell 
R S Smith 
S R Wilson 




Registered number
13007967



Registered office
Weightmans LLP
1 St James' Gate

Newcastle Upon Tyne

Tyne And Wear

NE1 4AD




Trading Address
Fusion Hive
N Shore Road

Stockton-on-Tees

TS18 2NB






Independent auditors
Ryecroft Glenton
Chartered Accountants & Statutory Auditors

32 Portland Terrace

Newcastle upon Tyne

Tyne and Wear

NE2 1QP





 
DATUM360 HOLDCO LIMITED
 

CONTENTS



Page
Directors' Report
1 - 2
Independent Auditors' Report
3 - 6
Statement of Comprehensive Income
7
Balance Sheet
8
Notes to the Financial Statements
9 - 15


 
DATUM360 HOLDCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2022

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

Directors

The directors who served during the year were:

C Boyes 
J Michael 
D Mitchell 
R S Smith 
S R Wilson 

Principal activity and business review

The company is a holding company for its subsidiary, Datum360 Limited.
Datum360's principal activity is the provision of a Software as a Service (SaaS) technology platform which delivers cloud-based technology for Asset Management data and Engineering Information Management systems.
Principal risks and uncertainties
The principal risks and uncertainties for the company are in repsect of compliance with and adherence to investment terms, and realising value from the trading subsidiary.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 1

 
DATUM360 HOLDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2022

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditorsRyecroft Glentonwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 27 January 2023 and signed on its behalf.
 





J Michael
Director

Page 2

 
DATUM360 HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DATUM360 HOLDCO LIMITED
 

Opinion


We have audited the financial statements of Datum360 Holdco Limited (the 'Company') for the year ended 31 March 2022, which comprise the Statement of Comprehensive Income, the Balance Sheet and the related notes, including a summary of significant accounting policiesThe 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 March 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 United Kingdom, including the Financial Reporting Council'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


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.


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.


Page 3

 
DATUM360 HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DATUM360 HOLDCO LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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:


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; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.


Page 4

 
DATUM360 HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DATUM360 HOLDCO LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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.


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 an Auditors' 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.


The 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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
•  the engagement partner ensured that the engagement team collectively had the appropriate     competence, capabilities and skills to identify or recognise non-compliance with applicable laws and    regulations;
•  we identified the laws and regulations applicable to the company through discussions with directors and
          other management, and from our commercial knowledge and experience of the sector;
•  we focused on specific laws and regulations which we considered may have a direct material effect on    the financial statements or the operations of the company, including Companies Act 2006, taxation    legislation, data protection, anti-bribery and employment legislation;
•  we assessed the extent of compliance with the laws and regulations identified above through making    enquiries of management and inspecting legal correspondence; and
•  identified laws and regulations were communicated within the audit team regularly and the team     remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
•  making enquiries of management as to where they considered there was susceptibility to fraud, their    knowledge of actual, suspected and alleged fraud; and
•  considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and    regulations.
 
Page 5

 
DATUM360 HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DATUM360 HOLDCO LIMITED (CONTINUED)


To address the risk of fraud through management bias and override of controls, we:
•  performed analytical procedures to identify any unusual or unexpected relationships; and
•  tested journal entries to identify unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
•  agreeing financial statement disclosures to underlying supporting documentation;
•  reading the minutes of meetings of those charged with governance;
•  enquiring of management as to actual and potential litigation and claims; and
•  reviewing correspondence with HMRC, relevant regulators and the company’s legal advisors.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing Standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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 Auditors' Report.


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 2006Our 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 an Auditors' 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 members, as a body, for our audit work, for this report, or for the opinions we have formed.





Grahame Maughan (Senior Statutory Auditor)
  
for and on behalf of
Ryecroft Glenton
 
Chartered Accountants
Statutory Auditors
  
32 Portland Terrace
Newcastle upon Tyne
Tyne and Wear
NE2 1QP

27 January 2023
Page 6

 
DATUM360 HOLDCO LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2022

2022
2021
£
£

  

Interest receivable and similar income
  
55,199
16,668

Interest payable and similar expenses
  
(79,116)
(33,776)

Loss before tax
  
(23,917)
(17,108)

Loss for the financial year
  
(23,917)
(17,108)

There was no other comprehensive income for 2022 (2021:£NIL).

The notes on pages 9 to 15 form part of these financial statements.

Page 7

 
DATUM360 HOLDCO LIMITED
REGISTERED NUMBER: 13007967

BALANCE SHEET
AS AT 31 MARCH 2022

2022
2021
Note
£
£

Fixed assets
  

Investments
 4 
1,464,230
1,470,668

  
1,464,230
1,470,668

Current assets
  

Debtors: amounts falling due after more than one year
 5 
319,313
312,876

Debtors: amounts falling due within one year
 5 
71,867
16,668

  
391,180
329,544

Creditors: amounts falling due within one year
 6 
(140,200)
(16,668)

Net current assets
  
 
 
250,980
 
 
312,876

Total assets less current liabilities
  
1,715,210
1,783,544

Creditors: amounts falling due after more than one year
 7 
(565,894)
(610,311)

  

Net assets
  
1,149,316
1,173,233


Capital and reserves
  

Called up share capital 
 9 
776
776

Share premium account
  
1,189,565
1,189,565

Profit and loss account
  
(41,025)
(17,108)

  
1,149,316
1,173,233


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 were approved and authorised for issue by the board and were signed on its behalf on 27 January 2023.




J Michael
Director

The notes on pages 9 to 15 form part of these financial statements.

Page 8

 
DATUM360 HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022

1.


General information

Datum360 Holdco Limited (the 'company') is a private company limited by shares incorporated in England and Wales (registered number 13007967). The address of it's registered office is Weightmans LLP, 1 St James' Gate, Newcastle Upon Tyne, Tyne and Wear, NE1 4AD.
The company's principal activities and nature of its operations are disclosed in the Directors' Report.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 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 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 following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

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.

 
2.3

Going concern

The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons.
 
The Company is a holding company and has minimal day-to-day working capital requirements which are covered by its intercompany receivable of £391k with Datum360 Limited (detailed at note 5). Datum360 Holdco Limited has a £500k loan note (detailed at note 8), which Datum360 Limited pays interest to BGF on Holdco’s behalf as it has no bank facilities in place, alongside this Datum360 Limited is also expected to pay the annual dividend on Holdco’s behalf (detailed at note 8). 
The amount owed to Datum360 Holdco Limited from its subsidiary covers the expected interest and dividends for the forecast period.
The directors have prepared forecasts and projections, taking account of reasonable possible changes in the performance of its investments, which show that the Company is expected to have a sufficient level of financial resources available to meet its liabilities as they fall due for a period of at least 12 months from the approval of these financial statements.  
After considering the above issues in detail, the directors consider and have concluded that the Company will have adequate resources to continue in operational existence for the foreseeable future. For these reasons they continue to adopt the going concern basis in the preparation of the financial statements.

Page 9

 
DATUM360 HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022

2.Accounting policies (continued)

 
2.4

Foreign currency translation

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

Finance costs

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.

 
2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.8

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet 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 balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

Page 10

 
DATUM360 HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022

2.Accounting policies (continued)

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.10

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.12

Financial instruments

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 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 balance sheet date.

  
2.13

Classification of compound financial instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

Page 11

 
DATUM360 HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022

3.


Employees

The Company has no employees other than the directors, who did not receive any remuneration (2021 - £NIL).


4.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2021
1,470,668


Refund received
(6,438)



At 31 March 2022
1,464,230





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Datum360 Limited
6b Princes Street, Inverurie, Aberdeenshire, AB51 TA, Scotland
Ordinary
100%
Datum360 Pty Limited *
MLC Centre Level 32, 19-29 Martin Place, Sydney, NSW 2000, Australia
Ordinary
100%
Datum360 Software LLC *
1999 Bryan Street Suite 900, Dallas, TX 75201, USA
Ordinary
100%

* Indirect subsidiaries - shares held by Datum360 Limited.


5.


Debtors

2022
2021
£
£

Due after more than one year

Amounts owed by group undertakings
319,313
312,876

319,313
312,876

Page 12

 
DATUM360 HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022

5.Debtors (continued)


2022
2021
£
£

Due within one year

Amounts owed by group undertakings
71,867
16,668

71,867
16,668



6.


Creditors: Amounts falling due within one year

2022
2021
£
£

'A' share liability (Note 8)
68,333
-

Accruals
71,867
16,668

140,200
16,668



7.


Creditors: Amounts falling due after more than one year

2022
2021
£
£

'A' share liability (Note 8)
65,894
110,311

Other loans (Note 8)
500,000
500,000

565,894
610,311


Page 13

 
DATUM360 HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022

8.


Loans


Analysis of the maturity of loans is given below:


2022
2021
£
£

Amounts falling due within one year

'A' share liability
68,333
-


68,333
-


Amounts falling due 2-5 years

'A' share liability
65,895
110,311

Other loans
500,000
500,000


565,895
610,311


634,228
610,311


Other loans relate to £500,000 of unsecured loan notes in favour of Business Growth Fund. The loan notes are subject to interest at a fixed rate of 10% per annum. Equal bi-annual capital repayments of £250,000 commence in June 2025, with the loan notes being repaid in full by January 2026.
The A share liability relates to the mandatory obligation, called the annual dividend, associated with “A” shares. The mandatory amount payable annually is approximately £51,000, being 4% of the amount paid by BGF to purchase the A shares (which was approximately £1.283m).  This transaction contained both equity and financial liability components therefore a compound financial instrument was assessed with the present value of the annual dividend calculated applying a 30% discount rate over a 3-year period to March 2024. There is no unconditional obligation for the company to redeem the shares and therefore the only cash flows to include in the calculation were the preference dividend. This liability has subsequently been measured at amortised cost. These 'A' ordinary shares contain both equity and financial liability components and have therefore been assessed as a compound financial instrument, with the equity element recognised within capital and reserves.  


9.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



695,670 (2021 - 695,670) 'A' Ordinary shares of £0.000333 each
232
232
356,041 (2021 - 356,041) 'B' Ordinary shares of £0.000333 each
118
118
164,326 (2021 - 164,326) 'C' Ordinary shares of £0.000333 each
55
55
1,113,380 (2021 - 1,113,380) 'D' Ordinary shares of £0.000333 each
371
371

776

776

Page 14

 
DATUM360 HOLDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022

9.Share capital (continued)

The ‘A’ Ordinary shares are entitled to the lower of 40% of the voting rights attached to all shares or one vote per share. The ‘A’ Ordinary shares are also entitled to receive in priority to all other classes of share an annual dividend and a long term dividend, the terms of which are set out in the Company’s Articles of Association.
The ‘B’ Ordinary shares and the ‘C’ Ordinary Shares are entitled to one vote per share and are not entitled to receive a dividend.
The ‘D’ Ordinary Shares are entitled to one vote per share and may be entitled to a dividend after the ‘A’ ordinary shares, the terms of which are set out in the Company’s Articles of Association.
The company has an EMI share option scheme in place, however the directors consider the financial impact of the scheme to be immaterial.  The following disclosures are believed to be relevant;  The number of share options in issue as at 31 March 2022 is 39,814,135 (2021: 40,364,135).  The exercise prices are £0.000333, £0.000546, £1 and £2.61 per share.  During the year there were no options granted (2021: 11,746,196).  Options which lapsed during the year totalled 550,000 (2021: nil) and during the year no options were exercised (2021: nil).



10.


Related party transactions

During the year the company accrued interest totalling £55,199 on the loan notes issued to BGF, a shareholder. The interest is included in accruals and due to be paid post year end.
Interest payable in the year to BGF on the A-share liability is detailed in Note 8. 


11.


Controlling party

In the opinion of the directors, there is no controlling party.

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