Dataforce Interact Holdings Limited - Limited company accounts 18.2

REGISTERED NUMBER: 05660005 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017

FOR

DATAFORCE INTERACT HOLDINGS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

V Negi

J G Reynolds

V Robu

REGISTERED OFFICE:

10 Pondwood Close

Moulton Park Industrial Estate

Northampton

NN3 6DF

REGISTERED NUMBER:

05660005 (England and Wales)

SENIOR STATUTORY AUDITOR:

Sanjeev Phadke

AUDITORS:

Butler & Co LLP

Chartered Accountants

& Statutory Auditor

Third Floor

126-134 Baker Street

London

W1U 6UE

The directors present their strategic report for the year ended 31 December 2017.

REVIEW OF BUSINESS

Dataforce Interact Holdings Limited (formerly HOV Global Services Holdings Limited) is a wholly owned subsidiary of DFG UK

LLC.

There are two wholly owned subsidiary undertakings principally affecting the profits or net assets of the Group in the year, HOV

Global Services Limited and Dataforce Interact Limited.

HOV Global Services Limited is principally engaged in providing specialised outsourced services and software solutions in the

motor and healthcare insurance claims handling sector, including:

- first notification of loss;

- third party capture (motor);

- supplier deployment and vehicle repair management;

- investigation, assessment, negotiation and settlement;

- recoveries; and

- software solutions.

Dataforce Interact Limited is principally engaged in the provision of customer communications handling services, including database

management; telephone, email and mail response handling; high volume mailing; and fulfilment for a wide range of clients.

The Group strategy is to create a business that is recognised for producing innovative and integrated solutions from concept to

delivery.

These objectives can be achieved through:

- providing a multi-channel communication centre that delivers first class service to our clients customers;

- increasing the value that our clients create from their customers through our use of data analytics integrated with operational

delivery;

- focusing our business on key market sectors so we can remain in touch with and deliver the specific requirements for each sector;

and

- creating long term relationships with our clients through the provision of proactive, innovative solutions to support their marketing

activities.

The group strategy is to grow organically by expending its client base and extending the range of services provided to existing

clients. This will be achieved through the effective provision of an integrated range of services by combining our award winning IT

solutions with claims handling activities.

ON BEHALF OF THE BOARD:

V Robu - Director

28 September 2018

The directors present their report with the financial statements of the company for the year ended 31 December 2017.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2017.

DIRECTORS

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

V Negi

J G Reynolds

V Robu

RISKS AND UNCERTAINTIES

Market Risks

The Group continues to operate in a competitive market with constant pressure on margins. This risk is managed by continuing

efforts to improve efficiency and reduce costs. The Group is dependent on relationships with key customers. The Group generally

does not have long-term agreements with some of these customers. A number of contracts are due to be renewed on a short to

medium term basis and there is a limited exposure to the potential loss of business at the time of each renewal. If any of the top

customers significantly reduces the amount of business they place with the Group, the revenue and operating results could be

adversely affected.

Competition

The Group operates in a competitive market. If the Group does not continue to compete effectively by continuing to provide a high

quality service the Group could lose clients and in consequence operating profits could be adversely affected. The Board has a

number of initiatives to improve productivity. These initiatives focus on identifying more efficient ways of working either through

process improvements or technological enhancements.

The business of the Group may be vulnerable to new competitors, increased price competition and declining levels of contract

renewals. Any of these factors could adversely affect the business and prospects of the Group.

The Group monitors the performance of the business through detailed monthly operational and financial reporting, with comparison

to budgets and updated forecasts being routinely made. In addition the Group maintains regular reviews and dialogue with the

management of each of the Group's businesses.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in

accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected

to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom

Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they

are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that

period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's

transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that

the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company

and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of

which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order

to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Butler & Co LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

V Robu - Director

28 September 2018

Opinion

We have audited the financial statements of Dataforce Interact Holdings Limited (the 'company') for the year ended

31 December 2017 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and

Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that

has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting

Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted

Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2017 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 Strategic Report and

the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not

identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our

opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

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

Sanjeev Phadke (Senior Statutory Auditor)

for and on behalf of Butler & Co LLP

Chartered Accountants

& Statutory Auditor

Third Floor

126-134 Baker Street

London

W1U 6UE

28 September 2018

TURNOVER

-

Administrative expenses

(1,127,519

)

2,299,314

OPERATING PROFIT/(LOSS)

1,127,519

(2,299,314

)

Amounts written off investments

5

70,000

1,500,000

1,057,519

(3,799,314

)

Interest payable and similar expenses

6

1,045,154

925,199

PROFIT/(LOSS) BEFORE TAXATION

12,365

(4,724,513

)

Tax on profit/(loss)

7

-

PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

12,365

(4,724,513

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

12,365

(4,724,513

)

FIXED ASSETS

Investments

8

7,089,351

7,159,351

CURRENT ASSETS

Debtors

9

1

CREDITORS

Amounts falling due within one year

10

653,363

491,089

NET CURRENT LIABILITIES

(653,362

)

(491,088

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

6,435,989

6,668,263

CREDITORS

Amounts falling due after more than one year

11

14,304,904

14,549,543

NET LIABILITIES

(7,868,915

)

(7,881,280

)

CAPITAL AND RESERVES

Called up share capital

12

2,467,120

Retained earnings

13

(10,336,035

)

(10,348,400

)

SHAREHOLDERS' FUNDS

(7,868,915

)

(7,881,280

)

The financial statements were authorised for issue by the Board of Directors on 28 September 2018 and were signed on its behalf by:

V Robu - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 January 2016

2,467,120

(5,623,887

)

(3,156,767

)

Changes in equity

Total comprehensive income

-

(4,724,513

)

(4,724,513

)

Balance at 31 December 2016

2,467,120

(10,348,400

)

(7,881,280

)

Changes in equity

Total comprehensive income

-

12,365

Balance at 31 December 2017

2,467,120

(10,336,035

)

(7,868,915

)

1.	STATUTORY INFORMATION

Dataforce Interact Holdings 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.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a consistent basis in accordance with applicable Accounting Standard in the

United Kingdom. A summary of the principal accounting policies is set out below.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as

permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial

Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly

owned subsidiaries within the group.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income,

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.

Going concern

The financial statements have been prepared on a going concern basis on the assumption that the company will continue to

trade in the foreseeable future. The basis may not be appropriate because as at 31 December 2017 the company's liabilities

exceeded its assets by £7,868,915. The Group and Company Directors, having made appropriate enquiries, consider that

adequate resources exist for the Group and Company to continue in operational existence for the foreseeable future and with

the continued support of the company's shareholder, the company will be able to meet its liabilities as they fall due for

payment. Therefore, the directors are of the opinion that it is appropriate to adopt the going concern basis in preparing the

financial statements for the year ended 31 December 2017.

Group accounts

The financial statements contain information relating to Dataforce Interact Holdings Limited as an individual company and

do not contain consolidated financial information as the parent of a sub group. In accordance with s400 of the Companies

Act 2006, consolidated financial statements have not been prepared as the company and its subsidiary are included within

the consolidated accounts of its ultimate holding company DFG 2 LLC, a company incorporated in USA.

A copy of the consolidated accounts can be obtained at 8550 W Desert Inn RD STE, 102-452, Las Vegas, NV 89117-2119,

USA.

Investments

Investments held as fixed assets are stated at cost less any provision for any permanent diminution in value.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2017 nor for the year ended 31 December 2016.

2017

2016

£

Directors' remuneration

-

4.	AUDITORS' REMUNERATION

2017

2016

£

Fees payable to the company's auditors for the audit of the company's financial
statements

4,800

4,450

The audit remuneration includes fees of £500 (2016: £500) for non-audit related services.

5.

AMOUNTS WRITTEN OFF INVESTMENTS

2017

2016

£

Amounts w/o invs

70,000

1,500,000

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2017

2016

£

Interest payable

1,045,154

925,199

7.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2017 nor for the year ended 31 December 2016.

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2017

and 31 December 2017

10,586,716

PROVISIONS

At 1 January 2017

3,427,365

Impairments

70,000

At 31 December 2017

3,497,365

NET BOOK VALUE

At 31 December 2017

7,089,351

At 31 December 2016

7,159,351

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

DF Property Portfolio Limited

Registered office:

Nature of business: Holding company

%

Class of shares:

holding

Ordinary A

100.00

Ordinary B

100.00

2017

2016

£

Aggregate capital and reserves

30,880

HOV Global Services Limited

Registered office:

Nature of business: Outsourced claims handling

%

Class of shares:

holding

Ordinary

100.00

2017

2016

£

Aggregate capital and reserves

(2,463,347

)

(1,824,465

)

Loss for the year

(638,882

)

(534,581

)

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2017

2016

£

Other debtors

1

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2017

2016

£

Trade creditors

-

(1

)

Other creditors

642,618

485,845

Accruals and deferred income

10,745

5,245

653,363

491,089

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2017

2016

£

Amounts owed to group undertakings

14,304,904

14,549,543

Included in amounts owed to group undertakings is a loan of £10,329,396 (2016: £10,410,001) which was reassigned from

RC GPM LLC to DFG2 LLC, the ultimate holding parent company on 1 December 2012.The loan is repayable on demand

and has an interest rate of 12%. The interest payable in respect of this loan charged to profit and loss account is £1,045,154

(2016: £925,199).

There is a fixed and floating charge over the undertaking and all property and assets and future in relation to all money due

from Dataforce Interact Holdings Limited, held by DFG2 LLC.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2017

2016

value:

£

2,467,120

Ordinary

£1

2,467,120

13.

RESERVES

Retained

earnings

£

At 1 January 2017

(10,348,400

)

Profit for the year

12,365

At 31 December 2017

(10,336,035

)

14.	IMMEDIATE AND ULTIMATE HOLDING UNDERTAKINGS

The company's immediate parent company is DFG UK LLC, a company registered in the USA and an ultimate parent is DFG

2 LLC, a company registered in the USA.