The Sigma Financial Group Limited - Limited company accounts 18.2

REGISTERED NUMBER: 07299903 (England and Wales)

REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2018

FOR

THE SIGMA FINANCIAL GROUP LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Profit and Loss Account

6

Balance Sheet

7

Notes to the Financial Statements

8

DIRECTORS:

G E Gilburd

M J Harfield

SECRETARY:

Industrial & Commercial Consultancy Ltd

REGISTERED OFFICE:

Grosvenor House

Prospect Hill

Redditch

Worcestershire

B97 4DL

REGISTERED NUMBER:

07299903 (England and Wales)

INDEPENDENT AUDITORS:

Barrow LLP

Jackson House

Station Road

Chingford

London

E4 7BU

BANKERS:

Natwest Bank

Chesterfield

Leicester Customer Service Centre

11 Western Boulevard

Bede Island

LE2 7EJ

The directors present their report with the financial statements of the company for the year ended 30 April 2018.

PRINCIPAL ACTIVITIES

The principal activity of the company during the year was that of a holding company which provided support to subsidiary companies.

The main activity of the group was the provision of business process outsourcing services.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 May 2017 to the date of this report.

G E Gilburd

M J Harfield

BUSINESS REVIEW AND FUTURE OUTLOOK

The Sigma Financial Group Limited "Sigma" was acquired by Sanclare (UK) Limited on 25 January 2016. Sanclare (UK) Limited

provides Business Process Outsourcing services to UK credit providers and has been trading for 16 years. Sanclare (UK) Limited

forms part of the Digicall group of companies, which is a South African based outsource provider with turnover of approximately £50

million.

In accordance with Financial Reporting Framework FRS102 1A, the directors have carried out the impairment review of the

investments made in the wholly owned subsidiary Clanchatton Birmingham Ltd. The management has conducted their review by

calculating the net present value of the future cash flows by incorporating the growth in adjusted EBITDA (calculated as adjusted

operating profit before depreciation and amortisation), timing and the amount of future capital expenditure, long-term growth rates

and appropriate discounts rates to reflect the risks involved. The review concluded that the investment is not impaired.

GOING CONCERN

The Sigma Financial Group Limited's wholly owned subsidiary Clanchatton Birmingham Limited, which is the main trading company

of the group, incurred operating losses of £409,391 for the year to 30 April 2018. In considering the appropriateness of the going

concern basis for the preparation of these financial statements, the directors have considered the working capital requirements of the

company for the short, medium and longer term. They have reviewed the cash flow forecasts and considered the future funding

requirements which show that the company may require further financing to support near term trading performance. Based on both

the continued support from the company's immediate parent undertaking and the capacity within Clanchatton Birmingham Limited to

raise external funding, in the form of discount finance, the directors have formed a judgement that the business has access to

adequate resources to continue in operation for the foreseeable future. For this reason, the Directors continue to adopt the going

concern basis in preparing the financial statements.

DIRECTORS' INDEMNITY

As permitted by the articles of Association, the directors have the benefit of an indemnity which is a qualifying third party indemnity

provision as defined by section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is

currently in force. The company also maintained Directors' and Officers' liability insurance during the year in respect of itself and its

directors.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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), 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 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.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

G E Gilburd - Director

14 January 2019

Opinion

We have audited the financial statements of The Sigma Financial Group Limited (the 'company') for the year ended 30 April 2018

which comprise the Profit and Loss Account, Balance Sheet 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 Section 1A '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 30 April 2018 and of its profit 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.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in 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 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, 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors 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 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; 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' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages two and three, 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.

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.

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.

Trevor Curtis (Senior Statutory Auditor)

for and on behalf of Barrow LLP

Jackson House

Station Road

Chingford

London

E4 7BU

14 January 2019

TURNOVER

53,101

53,171

Administrative expenses

(53,101

)

(53,171

)

OPERATING PROFIT and

PROFIT BEFORE TAXATION

-

-

Tax on profit

-

-

PROFIT FOR THE FINANCIAL YEAR

-

-

FIXED ASSETS

Investments

5

2,775,000

2,775,000

CURRENT ASSETS

Debtors

6

34,214

29,393

Cash at bank

3,065

171

37,279

29,564

CREDITORS

Amounts falling due within one year

7

(49,913

)

(42,198

)

NET CURRENT LIABILITIES

(12,634

)

(12,634

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,762,366

2,762,366

CAPITAL AND RESERVES

Called up share capital

8

3,835,611

3,835,611

Share premium

9

2,872,748

2,872,748

Retained earnings

9

(3,945,993

)

(3,945,993

)

SHAREHOLDERS' FUNDS

2,762,366

2,762,366

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

The financial statements were approved by the Board of Directors on 14 January 2019 and were signed on its behalf by:

G E Gilburd - Director

1.	STATUTORY INFORMATION

The Sigma Financial Group Limited is a private company, limited by shares , registered in England and Wales. The

company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Turnover

Turnover represents the value, net of value added tax and discounts, of work carried out in respect of services provided to

group companies. It is recognised in line with the provision of the service.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the

instruments.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes, in effect, a

financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of

interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

Other financial instruments are initially recognised at fair value, unless payment for an asset is deferred beyond normal

business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present

value of the future payments discounted at a market rate of interest for a similar debt instrument. Financial assets that are

measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If

there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a

carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not

previously been recognised

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the

extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively

enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet

date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in

which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been

enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be

recovered against the reversal of deferred tax liabilities or other future taxable profits.

Investments

Fixed asset investments are stated at cost less provision for any diminution in value.

Impairment

At each reporting date, tangible fixed assets and investments are assessed to determine whether there is an indication that

the carrying amount of an asset may be more than its recoverable amount and that the asset should be impaired. If there is

an indication of possible impairment, the recoverable amount of an asset, which is the higher of its value in use and its net

realisable value, is estimated and compared with its carrying amount. If the recoverable amount is lower, the carrying

amount of the asset is written down to its estimated recoverable amount and an impairment loss is recognised in profit and

loss.

Going concern

The Sigma Financial Group Limited's wholly owned subsidiary Clanchatton Birmingham Limited, which is the main trading

company of the group, incurred operating losses of £409,391 for the year to 30 April 2018. In considering the

appropriateness of the going concern basis for the preparation of these financial statements, the directors have considered

the working capital requirements of the company for the short, medium and longer term. They have reviewed the cash flow

forecasts and considered the future funding requirements which show that the company may require further financing to

support near term trading performance. Based on both the continued support from the company's immediate parent

undertaking and the capacity within Clanchatton Birmingham Limited to raise external funding, in the form of discount

finance, the directors have formed a judgement that the business has access to adequate resources to continue in operation

for the foreseeable future. For this reason, the Directors continue to adopt the going concern basis in preparing the financial

statements.

4.	OPERATING PROFIT

The operating profit is stated after charging:

30.4.18

30.4.17

£

£

Auditors' remuneration

2,000

2,500

The auditors' remuneration relating to the company for the year was borne by Clanchatton Birmingham Limited (2017:

Clanchatton Birmingham Limited), a fellow group company.

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 May 2017

and 30 April 2018

2,775,000

NET BOOK VALUE

At 30 April 2018

2,775,000

At 30 April 2017

2,775,000

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Sigma Financial Limited

Registered office: Grosvenor House, Prospect Hill, Redditch, Worcestershire, B97 4DL

Nature of business: Dormant

%

Class of shares:

holding

1 Ordinary share A

100.00

30.4.18

30.4.17

£

£

Aggregate capital and reserves

(19,169

)

(19,169

)

Sigma Red Limited

Registered office: Grosvenor House, Prospect Hill, Redditch, Worcestershire, B97 4DL

Nature of business: Dormant

%

Class of shares:

holding

1 Ordinary share A

100.00

30.4.18

30.4.17

£

£

Aggregate capital and reserves

(8,913,029

)

(8,913,029

)

Recodebt Limited

Registered office: Grosvenor House, Prospect Hill, Redditch, Worcestershire, B97 4DL

Nature of business: Holding company

%

Class of shares:

holding

1,000 Ordinary shares class A

100.00

3 Ordinary shares class B

100.00

30.4.18

30.4.17

£

£

Aggregate capital and reserves

94,863

94,863

Profit for the year

-

131,070

Clanchatton Birmingham Limited

Registered office: Grosvenor House, Prospect Hill, Redditch, Worcestershire, B97 4DL

Nature of business: Provision of credit management services

%

Class of shares:

holding

2,775,100 Ordinary shares A

100.00

30.4.18

30.4.17

£

£

Aggregate capital and reserves

1,125,550

1,532,503

(Loss)/profit for the year

(406,953

)

17,347,296

The investments includes carrying value of £2,775,000 for Clanchatton Birmingham Limited wholly owned subsidiary of The

Sigma Financial Group Limited arising from the investment made in 2017 by the immediate parent undertaking Sanclare

(UK) Limited. After the application of the equity method, the company determines whether it is necessary to impair the

investments in the wholly owned subsidiary. As explained in the Directors' report that the investment should not be impaired

and reported on its carrying value.

Commercial Credit Services Limited

Registered office: Grosvenor House, Prospect Hill, Redditch, Worcestershire, B97 4DL

Nature of business: Dormant

%

Class of shares:

holding

2,635 Ordinary shares A

100.00

30.4.18

30.4.17

£

£

Aggregate capital and reserves

100

100

Advanced Tracing Services Limited

Registered office: Grosvenor House, Prospect Hill, Redditch, Worcestershire, B97 4DL

Nature of business: Dormant

%

Class of shares:

holding

5 Ordinary shares A

100.00

30.4.18

30.4.17

£

£

Aggregate capital and reserves

5

5

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.4.18

30.4.17

£

£

Prepayments and accrued income

34,214

29,393

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.4.18

30.4.17

£

£

Trade creditors

39,004

30,219

Amounts owed to group undertakings

10,647

11,597

Other creditors

6

382

Accruals and deferred income

256

-

49,913

42,198

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

30.4.18

30.4.17

value:

£

£

239,333

Ordinary A

£1

239,333

239,333

3,596,278

Ordinary B

£1

3,596,278

3,596,278

3,835,611

3,835,611

9.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 May 2017

(3,945,993

)

2,872,748

(1,073,245

)

Profit for the year

-

-

-

At 30 April 2018

(3,945,993

)

2,872,748

(1,073,245

)

10.	ULTIMATE CONTROLLING PARTY

The controlling party is Sanclare (UK) Limited.

The ultimate controlling party is Digicall Holdings (Pty) Ltd.