REG - daVictus Plc - Annual Financial Report ended 31 December 2024
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RNS Number : 7183M daVictus plc 23 December 2025
DAVICTUS PLC
("DAVICTUS" OR "THE COMPANY")
FINAL RESULTS FOR THE PERIOD ENDED 31 DECEMBER 2024
daVictus plc, (LSE: DVT), a company established to seek business opportunities
in the food and beverage sector in Asia, announces its final audited results
for the period ended 31 December 2024.
Highlights for the period:
- The profit before tax of the Group for the year is £8,482 (2023:
£85,751 -As restated) Cash and cash equivalents of the Group as of 31
December 2024 is £112,326 (2023: £129,610).
- The Company has taken deliberate steps towards diversifying our
revenue streams. This strategic pivot involves a focus on Business and
Management Consultancy (BMC) services, which offers us a broader target
customer base beyond the F&B sector.
- The Company will not pay any dividends this year.
The annual report and accounts is available on the Company's website
at: http://www.davictus.co.uk (http://www.davictus.co.uk/) and in hard copy
to shareholders upon request to the Company Secretary, JTC Trust Company
Limited at daVictus plc, 28 Esplanade, St. Helier, JERSEY, JE1 8SB
In addition, The annual report will also be uploaded to the National Storage
Mechanism and will be available for viewing shortly
For more information please contact:
daVictus plc
Robert Pincock
Telephone +603 5613
3388
Email: Robert@davictus.co.uk (mailto:Robert@davictus.co.uk)
CHAIRMAN'S STATEMENT
Dear Shareholders,
I am pleased to present the Annual Report and Accounts for Davictus Plc for
the financial year ended 31 December 2024. This year has been one of strategic
evolution as we continue to adapt to changing market dynamics while leveraging
our core strengths to explore new opportunities.
During the financial year, the Company was committed to providing
franchise-related restaurant management services to our two existing franchise
customers, ensuring operational excellence and sustained partnerships.
However, recognising the shifting landscape of the global food and beverage
(F&B) franchise industry, we have taken deliberate steps towards
diversifying our revenue streams. This strategic pivot involves a focus on
Business and Management Consultancy (BMC) services, which offers us a broader
target customer base beyond the F&B sector.
These financial statements do not reflect this change as the change only takes
effect after the financial year end and the directors have considered the
impact on the Group's operations and cash flows. Despite the change in income
streams, at the year end all operations of the Group are continuing, and the
Group remains a going concern.
Subsequent to the financial year end, the Company has terminated its franchise
businesses and has fully redirected its focus towards the provision of
Business and Management Consultancy services, which management believes offers
greater scalability and sustainable growth opportunities.
This decision stems from the extensive experience and expertise of our board
members, who bring a wealth of knowledge in corporate finance, administration,
and consultancy across listed and private companies. Their insights have been
instrumental in identifying BMC services as a promising avenue for growth and
value creation. The initial response from the market has been encouraging,
with positive engagement from customers outside the F&B industry over the
past six months.
The global F&B franchise industry continues to face challenges that have
been exacerbated by the long-term impacts of the COVID-19 pandemic. These
changes underscore the need for adaptability and innovation in business
strategy. By expanding into BMC services, we aim to leverage our established
networks and expertise to widen our addressable market while maintaining a
presence in the F&B sector through our existing franchise operations.
On behalf of the Board of Directors, I extend my heartfelt gratitude to our
shareholders, employees, customers, and franchisees for their unwavering
support and dedication. It is through our collective efforts that we are able
to navigate challenges and drive progress for Davictus Plc.
As we look ahead, we remain focused on executing our strategic plans while
embracing opportunities that align with our vision for sustainable growth. We
are confident that this diversification strategy will position Davictus Plc
for long-term success as we continue to deliver value to all stakeholders.
Thank you for your continued trust and support.
ABD HADI BIN ABD MAJID
Chairman
23 December 2025
STRATEGIC REPORT
Operational and Financial Review
The profit before tax of the Group for the year is £8,482 (2023: £85,751 -As
restated) refer to note 21. Cash and cash equivalents of the Group as of 31
December 2024 is £112,326 (2023: £129,610).
Financial risk and uncertainties
The Group does not, at present enter into any forward exchange rate contracts
or any other hedging arrangements. The main financial risks arising from the
Group's activities are liquidity risk, price risk (fair value) and credit
risk. The Board reviews and agrees policies for managing each of these risks
and they are summarised as:
Liquidity risk - the Company raises funds as required on the basis of budgeted
expenditure and inflows. When funds are sought, the Group balances the costs
and benefits of equity and debt financing. When funds are received, they are
deposited with banks of high standing in order to obtain market interest
rates.
The Group manages liquidity risk by maintaining prudent cash flow management
practices. Cash flow forecasts are prepared and reviewed regularly to ensure
that sufficient funds are available to meet operational and capital
commitments as they fall due. The Group maintains adequate cash reserves and
deposit balances with financial institutions of high credit standing.
In addition, the Group diversifies its funding sources and evaluates the costs
and benefits of equity and debt financing when raising funds. Credit
facilities are maintained with banks to provide flexibility in managing
short-term liquidity requirements.
Price risk - the carrying amount of the following financial assets and
liabilities are approximate to their fair value due to their short-term
nature: cash accounts, accounts receivable and accounts payable.
The Group is exposed to price risk arising from changes in the fair value of
financial instruments. This risk is minimal as the Group's financial assets
and liabilities consist mainly of short-term items such as cash balances,
receivables and payables, whose carrying amounts approximate their fair
values.
Price risk is further mitigated through maintaining deposits with reputable
banks, monitoring market conditions and interest rate movements, and ensuring
that financial assets and liabilities are managed within short maturities to
reduce exposure to market fluctuations.
Credit risk - with respect to credit risk arising from other financial assets
of the Group, which comprise cash and time deposits and accounts receivable,
the Group's exposure to credit risk arises from default of the counterparty,
with a minimum exposure equal to the carrying amount of these instruments. The
credit risk on cash is limited as cash is placed with substantial financial
institutions. Management are in continuous discussions with the customers in
assessing the financial position and performance to manage credit risk on the
customers.
Board of Directors
Abd Hadi bin Abd Majid (aged 74) - Non-Executive Chairman
Hadi Majid has, since 2007, been a director and Chairman of VCB Malaysia
Berhad ("VCB"), an investment group offering wealth management, corporate
finance and a private equity division. In this capacity Mr Majid has been
responsible for growing VCB's business within Asia. An MBA graduate, Mr Majid
has sixteen years of experience in merchant banking, with roles including
General Manager of Capital Markets and Corporate Banking Department of
Bumiputra Merchant Bankers Berhad. Mr Majid's capital markets experience and
exposure includes reviewing public listing proposals, company take-overs and
mergers, underwriting of new share issues, underwriting for bond issues and
investment portfolio of the bank. He has experience in managing portfolios
involved with making direct loans as well as arranging for various forms of
structured fund raisings via syndicated loans, club-deals, married deals,
private debt securities namely revolving underwriting facilities, note
issuance facilities, medium term notes and bank guarantees for bond issues.
Robert Logan Pincock (aged 45) - Chief Executive Officer
Robert Pincock is a graduate of the University of Edinburgh. In his career in
the hospitality industry, he has worked in both the United States and the
United Kingdom prior to being based in Bangkok, Thailand for over eleven
years. Mr Pincock began his career within his family's hotel business in the
UK, where he assisted in most areas of operations over a six-year period.
During this time, he undertook a hotel management internship with the
Hampshire Hotels and Resorts group based in Manhattan, New York. After
graduating, Mr Pincock had a short stint with Tesco UK before moving to South
East Asia. In Bangkok, Mr Pincock began as a General Manager for a new bar and
restaurant group and over time was promoted to Operations Director where he
oversaw the group growing to seven Western themed venues. This group was
eventually split between the two main shareholders. Mr Pincock retained his
involvement and initiated investments leading to him and his partners owning
and operating four venues. Mr Pincock is well versed with the Asian culture of
doing business as well as with promoting Western brands in the local market.
Maurice James Malcolm Groat (aged 63) - Non-Executive Director
Malcolm Groat has worked for many years as a consultant to companies in the
technology, natural resources, and general commerce sectors. Following an
early career with PricewaterhouseCoopers in London, he held posts as Chief
Financial Officer, Chief Operating Officer, and Chief Executive Officer in
established corporations including Executive Chairman at MMM Consulting Ltd;
Finance Director at then AIM traded London Mining plc and Platinum Mining
Corporation of India plc; and Group Finance Director and Chief Operating
Officer of E C Harris LLP. Mr Groat took on his first non-executive director
role with the former Milk Marketing Board in 2005 and was part of the team
that led the acquisition of the Community Foods Group, a supplier of health
foods and free trade products (including dried fruits, chocolate, etc.) to
many of the UK's major supermarkets. Mr Groat holds a number of non-executive
directorships with listed growth ventures. He also serves as Senior
Independent Director at Baronsmead Second Venture Trust PLC and as Chairman at
TomCo Energy and previously with Harland & Wolff. Mr Groat is a Fellow of
the Institute of Chartered Accountants in England and Wales. Malcolm Groat
resigned from Harland & Wolff on 13 August 2024.
The strategic report was approved by the Board on and is signed on its behalf
by;
………………………
ROBERT PINCOCK
Director
23 December 2025
DIRECTORS REPORT
The Directors present their Report with the financial statements of the
Company and its subsidiary (together the "Group") for year ended 31 December
2024.
Results and dividends
The results for the year are set out in the Statement of Comprehensive Income
on page 26. The Directors do not recommend the payment of dividend on the
Ordinary Shares.
Company objective
The Company's primary objective is that of securing the best possible value
for the shareholders, consistent with achieving both capital growth and income
for shareholders. The Company intends to undertake one or more acquisitions of
business (either shares or assets) which operate in or own Western F&B
eatery franchises in South East Asia and/or the Far East.
The Company will retain flexibility between: (i) establishing a new franchise
in a new region, in which case it would purchase the franchise and then build
a management team to operate the franchise; or (ii) purchasing an established
franchise and seeking to grow this both within its established region and in
other regions in Asia.
The Group's business risk
An explanation of the Group's financial risk management objectives, policies
and strategies is set out in note 17 and the Operating and Financial Review.
Directors
The Directors who served the Company during the year and their beneficial
interest in the Ordinary Shares of the Company at 31 December 2024 were as
follows:
Abd Hadi bin Abd Majid
Robert Logan Pincock
Maurice James Malcolm Groat
Directors' interest
As at 31 December 2024, Robert Pincock, one of our directors, owns 1,250,000
ordinary shares, which represents an 9.36 % interest No other directors hold
any shares in the company.
Directors Report (continued)
Substantial shareholders
The Company has been notified of the following interests of 3 per cent or more
in its issued share capital as at 15 December 2025.
Number of Ordinary Shares % of
Party Name Share Capital
Infinity Mission Limited 1,885,000 14.12
Link Summit Limited 1,813,343 13.58
Belldom Limited 1,759,999 13.18
Nordic Alliance Holding Limited 1,688,546 12.65
Amber Oak Holdings Limited 1,577,000 11.81
Eastman Ventures Limited 1,529,454 11.46
Robert Pincock (Director) 1,250,000 9.36
VCB A.G 900,000 6.74
Cape Light Investments 450,000 3.37
West Park Capital Manager Ltd 400,000 3.00
Capital and returns management
The primary objective of the Group's and the Company's capital management is
to ensure that they maintain a strong capital base in order to sustain future
development of the business and to safeguard the Group's and the Company's
ability to continue as a going concern. The Group and the Company also seek to
maintain an optimal capital structure to minimise the cost of capital.
Dividend policy
The Directors recognise the importance of dividends to investors and, as the
Company's business matures, will keep under review the desirability of paying
dividends. Future income generated by the Company is likely to be re-invested
in the Company to implement its strategy. In view of this, it is unlikely that
the Board will recommend a dividend in the following years unless there are
any changes in the business outlook. There are no fixed dates for dividend
payments by the Company and no dividends have been paid to date, although
should the Company be in a position to declare a dividend in the future it
will consider this at that time.
Going concern
Based on the Company's plans for 2025, and after making enquiries (including
preparation of reasonable trading forecasts) and consideration of current
financing arrangements, the Directors have a reasonable expectation that the
Company has adequate resources to continue operations for the foreseeable
future. For this reason, they continue to adopt the going concern basis in
preparing the financial statements.
Going concern (continued)
As part of our annual reporting for the year ended 31 December 2024 and as
described in the Note 2, we are pleased to confirm that Davictus Plc continues
to operate on a going concern basis. This assessment reflects our management's
judgment that the Company has the ability to meet its obligations as they
become due over the next 12 months from the date of this report.
Our going concern assessment is based on a thorough evaluation of the
Company's financial condition, including its cash flows, liquidity, and access
to financing. We have considered the current market conditions and the
challenges faced by the food and beverage (F&B) franchise industry, which
have been exacerbated by the COVID-19 pandemic. Despite these challenges, we
remain confident in our ability to continue operating effectively.
Strategic Diversification:
As outlined in our Chairman's statement, Davictus Plc is actively diversifying
its business model by expanding into Business and Management Consultancy (BMC)
services. This strategic shift is designed to leverage the extensive
experience of our board members and capitalize on emerging opportunities
beyond the F&B sector. The initial response from the market has been
encouraging, and we believe this diversification will enhance our financial
resilience and stability.
To address any potential uncertainties, the management team members together
with the board have developed comprehensive plans to ensure the Company's
continued viability. These plans include:
1. Enhancing operational efficiency in our existing franchise operations
to maintain profitability.
2. Continuing to expand our BMC services to a broader customer base, which
is expected to contribute positively to our revenue streams.
3. Implementing prudent financial management practices to ensure adequate
liquidity and manage our obligations effectively.
Based on our assessment and the plans outlined above, we believe that Davictus
Plc is well-positioned to continue as a going concern. The board is confident
in its ability to meet all Company's financial obligations and achieve
sustainable growth through our diversified business model. The Company's
financial statements have been prepared on a going concern basis, reflecting
our commitment to long-term viability and success.
The Company will not pay any dividends this year (2023: Nil).
Section 172 Report
As the Company is incorporated in Jersey, the directors are governed by and
owe their duties under the Companies (Jersey) Law 1991, rather than the UK
Companies Act 2006.
However, the directors recognise that Section 172 of the UK Companies Act 2006
is commonly used as a benchmark for good corporate governance and stakeholder
consideration. Although the Company is not subject to Section 172, the
directors have regard to similar principles in promoting the success of the
Company.
Section 172 Report (continued)
In carrying out their duties, the directors consider, among other matters:
· the likely long-term consequences of decisions;
· the interests and wellbeing of employees;
· the need to foster constructive business relationships with
suppliers, customers and other stakeholders;
· the impact of the Company's activities on the community and the
environment;
· the importance of maintaining a reputation for high standards of
business conduct; and
· the need to act fairly between members of the Company.
These considerations are taken into account in the directors' decision-making
with the objective of promoting the sustainable success of the Company for the
benefit of its shareholders.
Likely consequences of any decisions in the long term
The Strategic Report set out the Group's strategy. In applying this strategy,
particularly in seeking new business prospect the Board assesses the long-term
future of those businesses with a view to maximise shareholder return. The
approach to general strategy and risk management strategy of the Group is set
out in 'Principal risk and uncertainties' of the Strategic Report.
The Board regularly reviews its long-term strategy. This has encompassed not
only the current phase of strategic development, but also future areas of
growth. Input is regularly taken from specialists within the business and
external advisers about what issues might frame the commercial environment in
which the business will operate in future and the Board regularly considers
how it can best respond to that framework. The resulting assessment of future
development helps inform the Board's decision-making and the balance between
short-term and long-term measures and actions.
Interest of Employees
The Company has a very limited number of employees and all have direct access
to the Directors on a daily basis resulting an open and honest approach with
regular updates across businesses and operations within the Group. Employees'
salaries and benefits are remunerated to be at par with related industry
standard. The Board periodically reviewed initiatives that are being
implemented to enhance the career and personal development of employees.
Performance management and reward processes are clearly defined to ensure
everyone understands how what they do links to reward and recognition.
Need to foster the company's business relationships with suppliers/customers
and others.
The Board reviewed information on the Group's performance against key quality
targets each month and was updated at Board meetings on actions undertaken to
rectify any significant quality issues.
Impact of the company's operations on the community and environment
The Group takes its responsibility within the community and wider environment
seriously. As the Group's operation has very minimal community and
environmental impact, it is committed to conducting business in an efficient
and responsible manner, in line with current best practice guidelines in
management of food & beverages sectors through its business associates.
Those operations integrate environmental, social and health and safety
considerations to maintain its "social licence to operate" in all its business
activities.
Section 172 Report (continued)
The desirability of the company maintaining a reputation for high standards of
business conduct
The Directors are committed to high standards of business conduct and
governance as set out in Corporate Governance Statement. Where there is a need
to seek advice on particular issues, the Board will consult with its lawyers
and nominated advisors to ensure that its reputation for good business conduct
is maintained.
The need to act fairly between members of the Group.
The primary focus of the Board's business decisions is on ensuring the
long-term sustainability of the Group. The Board recognises that in seeking to
maintain long-term profitability, the Group is reliant on the support of all
of its stakeholders, including the Group's workforce, its customers, suppliers
and the communities in which its businesses operate.
The Group has a system of financial controls and reporting procedures in place
which are considered to be appropriate given the size and structure of the
Group and the nature of risks associated with the Group's assets. Key
procedures include:
· due diligence on new acquisitions;
· Board-level liaison with management of investees including, where
appropriate, board representation;
· monthly management account reporting;
· review of investments and market risk with monthly reporting to the
Board;
· regular cashflow re-forecasting as circumstances change; and
· involvement of the Executive Directors in the day-to-day operations
of the Group of companies.
Task Force on Climate-related Financial Disclosures (TFCD Statement)
Introduction
The Company is a franchisor of premium dining restaurants with commitment to
sustainability and responsible business practices. As a responsible business,
we acknowledge the potential impact of climate change on our operations, and
we recognize the need to disclose our climate-related risks and opportunities
in line with the recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD).
Governance
The Company recognizes the importance of strong governance and oversight in
managing climate-related risks and opportunities. Our Board of Directors have
an ultimate responsibility towards ensuring that our climate-related risks and
opportunities are identified, assessed, and managed effectively. The Board has
established a Sustainability Committee to oversee our climate-related
initiatives and ensure that they are integrated into our overall business
strategy. The sustainability committee reports to the Board on a regular basis
and provides guidance on its approach to sustainability.
Strategy
As a franchisor, the Company does not operate restaurants directly but only
licenses the use of its brand and business model to franchisees. We recognize
that our franchisees' operations can have a significant impact on the
environment, and as such, we are committed towards working with them to
minimize this impact.
We have developed a Sustainability Framework that sets out our approach to
managing climate-related risks and opportunities. The Framework includes the
following key elements:
· Committed to promoting environmental best practices by encourage
our franchisees to adopt sustainable business practices including
1. Issue sustainability guidelines or manuals for franchisees.
2. Conduct regular training or webinars on environmental best practices.
3. Share case studies of high-performing franchisees to encourage others.
4. Include environmental topics in franchise audits
· committed to supporting our franchisees in their efforts to
reduce their carbon footprint and minimize their impact on the environment by
1. Provide franchisees with tools to measure energy use, carbon emissions
or waste.
2. Offer technical assistance or partnerships with vendors that supply
green technology.
3. Encourage and track carbon-reduction initiatives (e.g., LED lighting,
efficient air-conditioning).
4. Provide incentives or recognition for franchisees with strong
carbon-reduction performance.
· Committed to reviewing and advising our franchisees on their
environmental performances and to identify areas for improvement and support
continuous improvement
1. Integrate environmental KPIs into franchise performance reviews.
2. Perform periodic environmental assessments alongside operational
audits.
3. Prepare improvement reports for each franchisee with recommended
actions.
4. Establish a helpdesk or advisory support for sustainability issues.
· Committed to increasing energy efficiency by encouraging our
franchisees to adopt energy-efficient equipment and to implement energy
management systems
1. Recommend or require the use of energy-efficient equipment when
franchises replace or upgrade machinery.
2. Provide a list of approved suppliers of energy-efficient
appliances.
3. Encourage installation of smart meters or energy-monitoring
systems.
4. Conduct annual energy usage benchmarking between franchisees.
· Committed to reducing waste by encouraging our franchisees to
adopt sustainable packaging including reusable and recyclable materials
1. Provide guidelines on using recyclable, compostable or reusable
packaging.
2. Work with suppliers to offer sustainable packaging options at
competitive prices.
3. Promote waste-sorting practices inside franchise outlets.
4. Track and report waste-reduction progress across the franchise
network.
5. Encourage campaigns to reduce single-use plastics.
Task Force on Climate-related Financial Disclosures (TFCD Statement)
(continued)
Risk Management
The Company have identified climate-related risks that could affect our
operations, including physical risks such as extreme weather and supply chain
disruptions, as well as transition risks such as regulatory changes and shifts
in consumer preferences. The company will look to implement measures to
mitigate these risks, including:
· Conducting regular climate risk assessments and scenario analysis
to identify potential risks and opportunities.
· Developing a carbon reduction plan to reduce the carbon footprint
within our franchisee's operations.
· Engaging with our franchisees and their suppliers to encourage
them to adopt sustainable practices, including reducing greenhouse gas
emissions and improving resource efficiency.
The Company are seeking to establish a number of metrics and targets to
measure and track our progress in managing climate-related risks and
opportunities. These include:
· Carbon footprint: We are working with our Business and Management
Consultancy team to collect data on their carbon footprint and establish
baseline metrics for tracking progress.
· Renewable energy: We have set a target to increase the proportion
of renewable energy used by our Business and Management Consultancy Service
team to 50% by 2030.
· Waste reduction: We are working with our franchisees to establish
waste reduction targets and implement best practices for reducing waste.
Opportunities
We have identified the following opportunities related to climate change that
may benefit our business:
1. Cost Savings
Implementing energy-efficient equipment and reducing waste can lead to cost
savings which would result in increase in profitability.
2. Brand Reputation
Commitment to sustainability can
enhance our brand reputation and attract environmentally conscious customers.
3. Innovation
Developing innovative
solutions for reducing our carbon footprint can lead to new business
opportunities and competitive advantage.
Conclusion
The Company is fully committed towards managing climate-related risks and
opportunities and promoting sustainable business practices within our
franchise network. We believe that addressing climate change is not only the
right thing to do but also makes good business sense. We will continue to work
with our franchisees, suppliers, and stakeholders to minimize our impact on
the environment and towards creating value for all our stakeholders.
CORPORATE GOVERNANCE
There is no applicable regime of corporate governance to which the directors
of a Jersey company must adhere over and above the general fiduciary duties
and duties of care, skill and diligence imposed on such directors under Jersey
law.
The Group has not yet adopted a corporate governance structure as it is still
in an early stage of development. Neither the diversity policy was adopted by
the Company.
However, the board has developed corporate governance process as discussed
below. These processes have been determined with reference to the Quoted
Companies Alliance revised Corporate Governance Code for Small and Mid-Size
Quoted Companies ('the QCA Code'), which the Company intends to adopt in the
future.
(1) Structure and process. The Group is young and not yet fully active
in its chosen sector. Governance is achieved by the Directors acting together
in approving all activity and by accounting and financial control being in the
hands of the Directors acting alongside third party service providers.
(2) Responsibility and accountability. Although the team is small, roles
are clearly defined. The Board is chaired by a seasoned Non-Executive Chairman
who is not the chief executive, and the Board also benefits from having a
second seasoned Non-Executive Director who is independent.
(3) Board balance and size. Because of its small size and low level of
commercial activity, the Group is well managed by a Board of three Directors,
none of whom works elsewhere with the others or worked previously with the
others and all of whom have individual professional standing.
(4) Board skills and capabilities. Robert Pincock has directly relevant
and current knowledge of running businesses in the Company's chosen sector and
geographical markets. The other two Directors have extensive financial and
governance experience, one with particular knowledge of the London markets and
one with particular knowledge of South East Asian markets.
(5) Performance and development. Each year the board conducts a review
of the performance of the Directors and of Board committees, and make a formal
consideration as to the need for change.
(6) Information and support. The Directors share and discuss all
relevant information and draw upon external advice as required.
(7) Cost-effective and value-added. Recognising the early stage of
development, the Directors do not intend to formalise a review of this until
after the Company makes its first acquisition.
(8) Vision and strategy. The Directors set out their clear vision in the
Admission prospectus. No changes have been made since then.
(9) Risk management and internal control. These matters fall into the
remit of the Group's Audit and Remuneration Committees.
(10) daVictus held its Annual General Meeting on 9 August 2024 engaging
shareholders who attended to vote for the given resolutions and approved those
resolutions including the adoption of the audited financial statements for the
year-ended 31 December 2023, re-appointment of director and auditor.
(11) Stakeholder and social responsibility. The Directors are mindful of the
impact of the Company on wider society and will ensure a formal corporate and
social responsibility regime is put in place following the Company's first
acquisition.
At a general meeting at which a director retires by rotation, the Company may
fill the vacancy and, if it does not do so, the retiring director shall be, if
willing, deemed reappointed. A Director who retires at an annual general
meeting may, if willing to act, be reappointed. If he is not reappointed (or
deemed reappointed by the Company failing to fill the vacancy), he may retain
office until the meeting appoints someone in his place or, if it does not do
so, until the end of the meeting.
The Company has established the following committees:
Audit committee
The audit committee, which currently comprises Malcolm Groat (as chair) and
Hadi Majid, has the primary responsibility for monitoring the quality of
internal control and ensuring that the financial performance of the Company is
properly measured and reported on and for reviewing reports from the Company's
auditors relating to the Company's accounting and internal controls. The
committee is also responsible for making recommendations to the Board on the
appointment of auditors and the audit fee and for ensuring the financial
performance of the Company is properly monitored and reported. The audit
committee will meet not less than two times a year.
Remuneration committee
The remuneration committee, which currently comprises Hadi Majid (as chair)
and Malcolm Groat, is responsible for the review and recommendation of the
scale and structure of remuneration for senior management, including any bonus
arrangements or the award of share options with due regard to the interests of
the Shareholders and the performance of the Company. No remuneration committee
meeting took place during in the year.
Nomination committee
The Company does not have a nomination committee as the Board does not
consider it appropriate to establish such a committee at this stage of the
Company's development. Decisions which would usually be taken by the
nomination committee will be taken by the Board as a whole. No nomination
committee meeting took place during in the year.
Auditors
The auditors, PKF Littlejohn LLP, have expressed their willingness to continue
in office and a resolution to reappoint them will be proposed at the Annual
General Meeting.
Directors' interest
The Directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and regulations.
The Directors who served the Company during the year and their remunerations
and beneficial interest in the Ordinary Shares of the Company at 31 December
2024 were as follows:
As at 31st December 2024
Directors Salary/fees Bonus Share-based payments (£) Other benefits (£) Total
(£) (£) (£)
Robert Logan Pincock 15,000 - - - 15,000
Abd Hadi bin Abd Majid 10,000 - - - 10,000
Maurice James Malcolm Groat 4,000 - - - 4,000
TOTAL 29,000 29,000
As at 31st December 2023
Directors Salary/fees Bonus Share-based payments (£) Other benefits (£) Total
(£) (£) (£)
Robert Logan Pincock 15,000 - - - 15,000
Abd Hadi bin Abd Majid 10,000 - - - 10,000
Maurice James Malcolm Groat 4,000 - - - 4,000
TOTAL 29,000 29,000
As at 31 December 2024 and 31 December 2023, Robert Pincock, one of our
directors, held 1,250,000 ordinary shares in the company, representing 9.36%
of the issued share capital of the company.
Directors Responsibilities
The Directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and regulations.
Company law requires financial statements to be prepared for each financial
year in accordance with one of the prescribed generally accepted accounting
principles. Under that law the directors have elected to prepare the financial
statements in accordance with UK-adopted International Accounting Standards
and applicable 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
group and of the profit or loss of the group for that period. In preparing
these financial statements, the directors are required to:
- select suitable accounting policies and then apply them
consistently;
- make judgments and accounting estimates that are reasonable and
prudent;
- state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the financial
statements;
- Provide additional disclosures when compliance with the specific
requirements in IFRS Standards are insufficient to enable users to understand
the impact of particular transactions, other events and conditions on the
entity's financial position and financial performance; and
- prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the group will continue in business.
The directors are responsible for keeping proper accounting records that are
sufficient to show and explain the group'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
(Jersey) Law 1991. 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.
The directors are responsible for keeping proper accounting records that are
sufficient to show and explain the group's transactions and disclose with
reasonable accuracy at any time the financial position of the group. 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.
The maintenance and integrity of the daVictus plc website is the
responsibility of the Directors.
Legislation in Jersey governing the preparation and dissemination of the
accounts and the other information included in annual reports may differ from
legislation in other jurisdictions. The Directors confirm, to the best of
their knowledge that:
· the financial statements, prepared in accordance with the applicable
set of accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Group; and
· the management report includes a fair review of the development and
performance of the business and the position of the Group, together with a
description of the principal risks and uncertainties that it faces.
Statement as to Disclosure of Information to Auditors
The Directors confirm that:
· there is no relevant audit information of which the Group's statutory
auditor is unaware; and
each Director has taken all the necessary steps he ought to have taken as a
Director in order to make himself aware of any relevant audit information and
to establish that the Group's statutory auditor is aware of that information.
This responsibility statement was approved by the Board of Directors and is
signed on its behalf by;
………………………..
ROBERT PINCOCK
Director
23 December 2025
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF DAVICTUS PLC
Opinion
We have audited the group financial statements of DaVictus Plc (the 'group')
for the year ended 31 December 2024 which comprise the Consolidated Statement
of Comprehensive Income, the Consolidated Statement of Financial Position, the
Consolidated Statement of Changes in Equity, the Consolidated Statement of
Cash Flow and notes to the financial statements, including significant
accounting policies. The financial reporting framework that has been applied
in their preparation is applicable law and UK-adopted international accounting
standards.
In our opinion, the group financial statements:
· give a true and fair view of the state of the group's affairs as at
31 December 2024 and of its profit for the year then ended;
· have been properly prepared in accordance with UK-adopted
international accounting standards;
· have been prepared in accordance with the requirements of the
Companies (Jersey) Law 1991.
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 Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the group 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 as applied to listed public interest entities, 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. Our evaluation of the directors'
assessment of the group's ability to continue to adopt the going concern basis
of accounting included the following audit procedures:
· Obtaining management's going concern assessment and checking the
mathematical accuracy of the supporting cash flow forecasts/budgets prepared;
· Challenging management on the reasonableness of key inputs and
assumptions underpinning the going concern assessment. These challenges
included but were not limited to:
o Assessing the likelihood of future cash inflows and vouching to supporting
documentation
o Reviewing the projected cash outflows against actual outflows for the
year; and
o Agreeing the opening cash position for the month of when the forecast
starts in the going concern assessment to the bank statements and
· Undertaking a review of subsequent events on matters impacting the
going concern assessment; and
· Considering the adequacy of the disclosures in the financial
statements.
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 group'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.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We
set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and
the nature, timing and extent of audit procedures on the individual financial
statement line items and disclosures in evaluating the effect of
misstatements, both individually and in aggregate, on the financial statements
as a whole.
Financial statements - group
Overall materiality £4,500
Basis for determining overall materiality Revenue
Rationale for the benchmark applied The group is revenue generating now and the users of the financial statements
would be more interested in the ability of the entity to obtain new franchise
contracts. Group mainly generates its income from franchise contracts.
Performance materiality £2,250
Basis for determining performance materiality 50% of the overall materiality
Rationale for the benchmark applied In determining the performance materiality, we have considered the following
factors:
· Our cumulative knowledge of the group and its environment, including
industry specific factors;
· The level of significant judgements and estimates;
· The risk assessment and aggregation of risk and the effectiveness of
controls;
· The level of changes to the business in the period;
· The control environment of the group's financial reporting controls
and processes; and
· The stability of key management personnel.
We agreed that we would report to the audit committee all misstatements we
identified through our audit with a value in excess of £225, in addition to
other audit misstatements below that threshold that we believe warrant
reporting on qualitative grounds.
We use performance materiality to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds overall materiality. Specifically, we use performance materiality in
determining the nature and extent of our testing of account balances, classes
of transactions and disclosures, for example in determining sample sizes.
For each full scope component in the group audit, we allocated performance
materiality to each entity based on their contribution to overall group
revenue. Davictus World Sdn Bhd is audited by a component auditor, and this is
a full scope audit. Performance materiality for this entity is £1,237. This
has been set due the entity's principal activity is the management and
administration of Group operation. Therefore, performance materiality for this
subsidiary has been based on the stratified proportional allocation in line
with revenue benchmark and maximum aggregate component materiality. Triviality
for this entity is £124 which is 10% of the component's performance
materiality.
Our approach to the audit
In designing our audit approach, we determined materiality and assessed risk
of material misstatement in the financial statements. We looked at areas
involving significant accounting estimates and judgements by the directors,
including the carrying value of property, plant and equipment assets at year
end, recoverability of trade receivables and leases. Procedures were then
performed to address the risks identified and for the most significant
assessed risks of misstatement, the procedures performed are outlined below in
the key audit matters section of this report. We re-assessed the risks
throughout the audit process and concluded that the scope remained in line
with that determined at the planning stage of the audit.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key Audit Matter How our scope addressed this matter
Revenue Recognition (Note 4).
Under ISA (UK) 240, there is a rebuttable presumption that revenue recognition Our work in this area included:
is a significant fraud risk.
· Documenting our understanding of the information system and related
The Group's revenue comprises of franchise license fee, and its recognition controls relevant to each material income stream.
policy varies depending on the underlying contract and could result in each
revenue stream being recognised at a point in time or over time where certain · Evaluating the appropriateness of the information system and the
conditions are met. effectiveness of the design and implementation of the related controls.
Given the level of estimation uncertainty and level of judgement involved, · Agreeing the performance obligations identified by management for the
Revenue recognition is a key audit matter (KAM) due to revenue is the most key franchisee contracts to ensure the adopted accounting policy is appropriate.
item on which the users of the financial statements rely on and therefore as a
listed entity this will be a key audit matter. Additionally, revenue was the · Substantive transactional testing of income recognised in the
basis of what the materiality is set on. As part of the management override of financial statements, including deferred income balances recognised at the
controls risk, we have also identified revenue journals posting as a year-end; and
significant risk of material misstatement.
· Review the appropriateness of the financial statement disclosures.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the group 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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies (Jersey) Law 1991 requires us to report to you if, in our
opinion:
· 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 statement of directors' responsibilities, the
directors are responsible for the preparation of the group 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 group financial statements, the directors are responsible for
assessing the group'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 group or to
cease operations, or have no realistic alternative but to do so.
Auditor's 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 auditor's 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.
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:
· We obtained an understanding of the group and the sector in which
they operate to identify laws and regulations that could reasonably be
expected to have a direct effect on the financial statements. We obtained our
understanding in this regard through discussions with management, industry
research, application of experience of the sector etc.
· We determined the principal laws and regulations relevant to the
group, in this regard to be those arising from:
o QCA Code
o Data Protection laws
o Companies (Jersey) Law 1991
o UK adopted IAS
o LSE listing rules
o Disclosure and transparency rules
· We designed our audit procedures to ensure the audit team considered
whether there were any indications of non-compliance by the group with those
laws and regulations. These procedures included, but were not limited to:
o Making enquiries of management and those charge with governance;
o Reviewing Board minutes and minutes of committees of the Board;
o Discussing with internal legal personnel and liaising with external legal
consultants;
o Reviewing legal expenditure nominal ledger accounts; and
o Reviewing Regulatory News Services announcements.
· We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that the potential for management bias was identified in relation
to provisions and the assessment of recoverability of trade debtors. We
addressed this by challenging the assumptions and judgements made by
management when auditing these significant accounting estimates.
· As in all of our audits, we addressed the risk of fraud arising from
management override of controls by performing audit procedures which included,
but were not limited to: the testing of journals; reviewing accounting
estimates for evidence of bias; and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of
business.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
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
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with our engagement letter dated 12 September 2025. 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 an auditor's 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.
Nicholas Joel (Senior Statutory Auditor)
15 Westferry Circus
For and on behalf of PKF Littlejohn
LLP
Canary Wharf
Statutory Auditor
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for year ended 31 December 2024
Notes As at *Restated As at
31.12.2024 As at 31.12.2023
£ 31.12.2023 £
£
Revenue 4 300,000 300,000 300,000
Direct cost - - -
Gross Profit 300,000 300,000 300,000
Administrative expenses (291,518) (214,254) (209,609)
Operating profit before taxation 5 8,482 85,746 90,391
Other Income
Interest income - 5 5
8,482 85,751 90,396
Income tax expense 6 - - -
Profit for the year 8,482 85,751 90,396
attributable to equity shareholders
TOTAL COMPREHENSIVE PROFIT FOR THE YEAR 8,482 85,751 90,396
Basic and diluted (pence per share) 7 0.06 0.64 0.68
As at 30 November 2025, the Group's franchise operations have ceased.
Previously, the Group derived its income primarily from franchise fees and
related activities. Following the cessation of the franchise business, the
Group has transitioned to business management and consultancy services as
their new source of income.
These financial statements do not reflect this change as the change only takes
effect after the financial year end and the directors have considered the
impact on the Group's operations and cash flows. Despite the change in income
streams, at the year end all operations of the Group are continuing, and the
Group remains a going concern.
The notes to the financial statements form an integral part of these financial
statements
* Profit for the year has been re-stated to include audit fee of £ 2,300
and professional fee of £ 2,345 which had been omitted in 2023 accounts. As a
result, the retained earnings carried forward to 2024 has been reduced by £
4,645.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2024
Assets Note As at Restated As at
31.12.2024 As at 31.12.2023
£ 31.12.2023 £
£
Non-current assets
Property, Plant & Equipment 8(a) 4,583 - -
Investment property 8(b) 53,994
Right of use asset 8(c) 63,044 - -
Trade and other receivables 9 - 73,314 73,314
- 73,314 73,314
Current assets
Trade and other receivables 9 301,827 285,625 285,625
Cash and cash equivalents 10 112,326 129,610 129,610
Total current assets 414,153 415,235 415,235
Total assets 535,774 488,549 488,549
Equity and liabilities
Capital and reserves
Stated capital 11 1,224,400 1,224,400 1,224,400
Accumulated loss (914,402) (922,884) (918,239)
Total equity 309,998 301,516 306,161
Liabilities
Non-current liability
Lease liability 12 33,539 - -
Current liabilities
Other payables 13 107,614 53,700 49,055
Lease liability 12 31,290 - -
Deferred Income 13 53,333 133,333 133,333
Total current liabilities 192,237 187,033 182,388
Total liabilities 225,776 187,033 182,388
Total equity and liabilities 535,774 488,549 488,549
The notes to the financial statements form an integral part of these financial
statements
This report was approved by the board and authorised for issue on and signed
on its behalf by;
………………………
Robert Pincock
Director
23 December 2025
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
Share Capital Accumulated Losses Total
£ £ £
As at 1 January 2024 1,224,400 (922,884) 301,516
Profit and total comprehensive income for the year 8,482 8,482
As at 31 December 2024 1,224,400 (914,402) 309,998
As Restated Share Capital Accumulated Losses Total
£ £ £
As at 1 January 2023 1,224,400 (1,008,635) 215,765
Profit and total comprehensive income for the year 85,751* 85,751
As at 31 December 2023 1,224,400 (922,884) 301,516
· Profit for the year has been re-stated to include audit fee of £
2,300 and professional fee of £ 2,345 which had been omitted in 2023
accounts. As a result, the retained earnings carried forward to 2024 has been
reduced by £ 4,645.
Share Capital Accumulated Losses Total
£ £ £
As at 1 January 2023 1,224,400 (1,008,635) 215.765
Profit for the year 90,396 90,396
As at 31 December 2023 1,224,400 (918,239) 306,161
· Share capital represents the nominal value of shares that have been
issued and fully paid by the shareholders of the Company.
· Accumulated losses represent the cumulative net losses of the Company
since incorporation,
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2024
As at As restated As at
31-Dec-2024 As at 31-Dec-2023
£ 31-Dec-2023 £
£
Cash flow from operating activities
Operating profit for the year 8,482 85,751 90,396
Adjustment for:
Depreciation of right-of-use-assets 31,522 30,422 30,422
Depreciation of investment property 454
Depreciation of equipment 346 - -
Interest income - (5) (5)
Interest on lease liability 5,079 1,182 1,182
45,883 117,350 121,995
Changes in working capital
Decrease/(increase) in trade and other receivables 57,112 (158,751) (158,751)
Decrease in trade and other payables (26,086) (55,704) (60,349)
Net cash (used in) / from operating activities 76,909 (97,105) (97,105)
Cash Flows from Investing activities
Purchase of investment property (59,377) - -
Net cash used in financing activities (59,377) - -
Cash Flow from Financing activities
Interest income - 5 5
Repayment on lease liability (34,816) (33,602) (33,602)
Net cash used in financing activities (34,816) (33,593) (33,593)
Decrease in cash and cash equivalents (17,284) (130,698) (130,698)
Effect of exchange differences - - -
Cash and cash equivalents at beginning of the year 129,610 260,308 260,308
Cash and cash equivalents at end of the year 112,326 129,610 129,610
The notes to the financial statements form an integral part of these financial
statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The Company was incorporated and registered in Jersey as a public company
limited by shares on 5 February 2015 under the companies (Jersey) Law 1991 and
registered number 117716. The registered office of the Company is at the
offices of 28 Esplanade, St. Helier, Jersey, JE1 8SB.
On 15 March 2020, the Company acquired a dormant British Virgin Island
incorporated company as a wholly owned subsidiary for purpose of business
operation which was subsequently disposed off on 2(nd) February 2022.
Prior to the disposal of the subsidiary company, 100% of the shares of the
Malaysia incorporated subsidiary, Davictus World Sdn Bhd, which were held
directly by the British Virgin Island incorporated company, Havana Dining Co.
Ltd, was fully transferred to daVictus Plc
The consolidated financial statements comprise of the financial information of
the Company and its subsidiaries (the Group), which is set out in note 14.
2. ACCOUNTING POLICIES
The Board has reviewed the accounting policies set out below and considers
them to be the most appropriate to the Group's business activities.
Basis of preparation
The financial statements have been prepared in accordance with UK-adopted
International Financial Reporting Standards and the requirements of the
company's act.
The financial statements have been prepared under the historical cost
convention except for those as modified for financial assets carried at fair
value. At present, there are no financial assets which have been carried at
fair value.
The financial information of the Group is presented in British Pound Sterling
("£") which is the functional currency of the Group.
Under Article 105 (11) of the Companies (Jersey) 1991 ("the Law"), the
Directors of a holding Company are not required no prepare separate standalone
financial statements if consolidated accounts for the group are prepared,
unless required to do so by the members of the Company by ordinary resolution.
The members of the Company have not passed a resolution requiring separate
financial statements and, in opinion of the Directors, the Company meets the
definition of a holding Company as set out in the Law, the Directors have
elected not to prepare separate financial statements.
Standards and interpretations issued but not yet applied
Standards and interpretations and amendments to published standards issued and
applied
During the financial, year, the following amendments to standards become
effective. We have adopted these amended standards and they have not had a
material impact on the Group's financial statements
· Amendments to IAS 1 and IFRS Practice Statement 2: disclosure of
accounting policies
· Amendments to IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors; definition of accounting estimates.
· Amendments to IAS 12 Income Taxes: deferred taxes related to assets
and liabilities arising from a single transaction
· IFRS 17 Insurance Contract including amendments to IFRS 17 (and
initial application of IFRS 17 and IFRS 19 Financial Instruments - comparative
information.
Standards and interpretations and amendments to published standards issued but
not yet applied
Following standards, interpretations and amendments to published reports have
been introduced and which have become effective 1(st) January 2024.
We will be adopting them, if applicable in the following financial year. We
are currently assessing their impact, but they are not expected to be material
to the Group's financial statements
· Amendments to IAS 1 Presentation of Financial Statements: non-current
liabilities with covenants and classification of liabilities as current or
non-current - effective date 1 January 2024
· Amendments to IAS 16 Leases: Lease liability in a sale and lease back
- effective date 1 January 2024
Standards and interpretations and amendments to published standards issued but
not yet effective
· Amendments to IAS 21 - Lack of Exchangeability - effective 1 January
2025.
· IFRS 18 - Presentation and Disclosure in Financial Statements -
effective 1 January 2027
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries). Control
is achieved where the Company is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect
those returns through its power over the entity.
All intercompany transactions, balances, income and expenses are eliminated in
consolidation.
Going concern
The Directors consider the going concern basis of preparation to be
appropriate in preparing the financial statements. The key conclusions are
summarised below:
The Group made a profit after tax for the year of £8,482 (2023: (£85,751- as
restated). The Group recorded net cash generated from operating activities of
£76,910 (2023: £97,105). At the reporting date the group held cash and cash
equivalents of £112,326 (2023: £129,610) and net equity of £309,998 (2023:
£301,516 - as restated).
As our franchise business was declining due to the long term effects of the
Covid pandamic the management have decided to move away from the franchise
business and focus towards Business and Management Consultancy Services.
Under our new business model, the Group has assessed its financial
performance, market conditions, and ability to generate sufficient revenue to
cover operating expenses and meet financial obligations. Additionally, we have
evaluated our capacity to maintain strong relationships with suppliers, and
customers. These factors, combined with effective financial management
practices such as budgeting, cash flow monitoring, and expense control
measures, underpin our belief in the sustainability of our operations.
In line with our strategic diversification efforts, the Company has moved away
from the F & B business and has entered into Business and Management
Consultancy (BMC) services. This initiative leverages the extensive expertise
of our board members in corporate finance, administration, and consultancy,
enabling us to target a broader customer base beyond the food and beverage
(F&B) sector. The initial market response has been encouraging,
reinforcing our confidence in this new revenue stream's potential to enhance
financial resilience and stability.
To address potential uncertainties, the Board has implemented comprehensive
plans to ensure continued viability. These include optimizing operational
efficiency in BMC services to attract new clients across diverse industries,
and maintaining prudent financial management practices to safeguard liquidity.
Based on these measures and our ongoing performance evaluation, we believe the
Company is well-positioned to continue as a going concern.
The financial statements have been prepared accordingly on a going concern
basis, reflecting the Directors' commitment to long-term viability and
sustainable growth. The audit report includes disclosures regarding this
assessment and confirms that no material uncertainties exist that would cast
significant doubt on the Company's ability to continue as a going concern.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic
benefits will flow to the Group and the revenue can be reliably measured,
regardless of when the payment is made. Revenue is measured at the fair value
of consideration received or receivable, taking into account contractually
defined terms of payment and excluding taxes or duty.
Fees receivable from franchisee according to franchise agreement at which time
the Group has performed its obligation. Fees receivable in advance are stated
on the Consolidated Statement of Financial Position as Deferred income to be
recognised our period of contract.
Franchise fees and brand licence fees comprise of revenue for the initial
allocation of the franchise to the respective franchisee and they are
recognised over time during the licence period.
Compliance fees comprise of assistance provided in maintaining compliance to
the brand standards, food hygiene standard, customer service standard, dining
ambience standard, environmental standard, food, menu and cuisine standard,
general quality standard, cultural standard and compliance to various other
standards and guidelines. The revenue is recognised over time during the
period.
Taxation
The tax currently payable is based on the taxable profit for the period.
Taxable profit differs from net profit as reported in the income statement
because it excludes items of income or expense that are taxable or deductible
in other periods and it further excludes items that are never taxable or
deductible. The Group's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the reporting date.
Deferred income tax is provided for using the liability method on temporary
differences at the reporting date between the tax basis of assets and
liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised in full for all temporary
differences.
Deferred income tax assets are recognised for all deductible temporary
differences carried forward of unused tax credits and unused tax losses to the
extent that it is probable that taxable profits will be available against
which the deductible temporary differences and carry-forward of unused tax
credits and unused losses can be utilised.
The carrying amount of deferred income tax assets is assessed at each
reporting date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the
deferred income tax asset to be utilised. Unrecognised deferred income tax
assets are reassessed at each reporting date and are recognised to the extent
that is probable that future taxable profits will allow the deferred income
tax asset to be recovered.
Leases
The Group assesses whether a contract is or contains a lease, at the inception
of the contract. The Group recognises a right-of-use asset and corresponding
lease liability with respect to all lease arrangements in which it is the
lessee, except for low-value assets and short-term leases with 12 months or
less. For these leases, the Group recognises the lease payments as an
operating expense on a straight-line method over the term of the lease unless
another systematic basis is more representative of the time pattern in which
economic benefits from the leased assets are consumed.
The Group recognises a right-of-use asset and a lease liability at the lease
commencement date. The right-of-use assets and the associated lease
liabilities are presented as a separate line item in the statement of
financial position.
The right-of-use asset is initially measured at cost. Cost includes the
initial amount of the corresponding lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct
costs incurred, less any incentives received.
The right-of-use asset is subsequently measured at cost less accumulated
depreciation and any impairment losses, and adjustment for any remeasurement
of the lease liability. The depreciation starts from the commencement date of
the lease. If the lease transfers ownership of the underlying asset to the
Group or the cost of the right-of-use asset reflects that the Group expects to
exercise a purchase option, the related right-of-use asset is depreciated over
the useful life of the underlying asset. Otherwise, the Group depreciates the
right-of-use asset to the earlier of the end of the useful life of the
right-of-use asset or the end of the lease term.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted by using the
rate implicit in the lease. If this rate cannot be readily determined, the
Group uses its incremental borrowing rate.
The lease liability is subsequently measured at amortised cost using the
effective interest method. It is remeasured when there is a change in the
future lease payments (other than lease modification that is not accounted for
as a separate lease) with the corresponding adjustment is made to the carrying
amount of the right-of-use asset or is recognised in profit or loss if the
carrying amount has been reduced to zero.
Right of Use Asset and Property, Plant and Equipment
Right-of-Use asset and equipment are stated at cost less accumulated
depreciation as per schedule below.
Depreciation is calculated on a straight-line basis to write off the cost of
the equipment over their estimated useful lives. The annual rate of
depreciation adopted are as follows:
Method
Rate (%)
Equipment
straight-line 20%
Right-of-Use
asset life
of tenancy
The carrying amounts of right-of-use asset and equipment are reviewed at
each financial statement date to determine whether there is any indication of
impairment. If any such indication exist, the recoverable amounts are
estimated. The impairment loss is charged to the profit or loss statement as
soon as foreseeable. Conversely, the impairment loss will be reversed up to
the cumulative amount previously charged to the profit or loss, once the
indicator for impairment ceases to exist.
Investment Property
Investment property comprises land and buildings held to earn rentals and/or
for capital appreciation, rather than for use in the production or supply of
goods or services or for administrative purposes.
Investment properties are initially measured at cost, including transaction
costs. Subsequent to initial recognition, the company measures investment
properties using the fair value model. Gains or losses arising from changes in
fair value are recognized in profit or loss.
Subsequent expenditure is capitalized only when it is probable that future
economic benefits associated with the expenditure will flow to the company.
Repairs and maintenance costs are expensed as incurred.
Transfers to or from investment property are made only when there is a change
in use evidenced by a change in occupancy or intention to sell.
Loan and receivables
Loans and receivables are held with an objective to collect contractual cash
flows which are solely payments of principal and interest on the principal
amount outstanding. Such assets are recognised initially at fair value plus
any directly attributable transaction costs.
Subsequent to initial recognition, loans and receivables are measured at
amortised cost using the effective interest method, less any impairment
losses.
Loans and receivables comprise cash and cash equivalents and other
receivables.
Trade receivables are recognised initially at the transaction price and
subsequently measured at amortised cost, less any impairment losses.
Impairment provisions for current and non-current trade receivables are
recognised based on the simplified approach within IFRS 9 using a historical
provision matrix in the determination of the
lifetime expected credit losses. During this process the probability of the
non-payment of the trade receivables is assessed. This probability is then
multiplied by the amount of the expected loss arising from default to
determine the lifetime expected credit loss for the trade receivables. For
trade receivables, which are reported net, such provisions are recorded in a
separate provision account with the loss being recognised within
administration costs in the consolidated statement of comprehensive income. On
confirmation that the trade receivable will not be collectable, the gross
carrying value of the asset is written off against the associated provision.
Impairment provisions for receivables from related parties and loans to
related parties are recognised based on a forward looking expected credit loss
model. The methodology used to determine the amount of the provision is based
on whether there has been a significant increase in credit risk since initial
recognition of the financial asset. For those for which credit risk has
increased significantly, lifetime expected credit losses are recognised,
unless further information becomes available contrary to the increased credit
risk. For those that are determined to be permanently credit impaired,
lifetime expected credit losses are recognised.
Trade and other payables
Trade and other payables are initially measured at fair value, net of
transaction costs, and are subsequently measured at amortised cost, where
applicable, using the effective interest method, with interest expense
recognised on an effective yield basis.
Cash and cash equivalents
The Group considers any cash on short-term deposits and other short-term
investments to be cash equivalents.
Financial instruments
Financial assets and financial liabilities are recognised on the statement of
financial position when the Group becomes a party to the contractual
provisions of the instrument.
Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision maker has been identified as the management team including member of
the Board of Directors.
The Board considers that the Group's activity constitutes one operating and
one reporting segment, as defined under IFRS 8. Management reviews the
performance of the Company by reference to total results against budget.
The total profit measures are operating profit and profit for the period, both
disclosed on the face of the income statement. No differences exist between
the basis of preparation of the performance measures used by management and
the figures in the Group's financial information.
The Group/Company does not present segmental reporting as required under IFRS
8 Operating Segments as it operates in a single reportable business segment.
The Chief Operating Decision Maker reviews the business as a whole, and
resources are allocated on a consolidated basis. Accordingly, no separate
segment disclosures are provided.
Impairment of assets
An assessment is made at each of the end reporting period to determine whether
there is any indication of impairment of all assets or reversal of previous
impairment. In the event that an asset's carrying amount exceeds its
recoverable amount, the carrying amount is reduced to recoverable amount and
an impairment loss is recognised in the income statement. A previously
recognised impairment loss is reversed only if there has been a change in the
estimates used to determine the recoverable amount.
The reversal is limited so that the asset's carrying amount does not exceed
the amount that would have been determined, net of depreciation or
amortisation, had no impairment loss been recognised in prior periods.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements in compliance with IFRS requires the
use of certain critical accounting estimates or judgements. The estimates and
judgements which have a significant risk of causing a material adjustment to
the carrying amount of assets and liabilities within the next financial year
are discussed below:
Impairment of receivables refer to note 9
Management determines whether impairment provision is required against amounts
due from customers based on the ability of the customers to generate profits
and cashflows. The directors are satisfied that there is no impairment
required in relation to amounts due from customers.
Subsequent to year end, we have collected £265,833 from our trade debtors and
remaining sums outstanding amounts to £18,334 which the management believe to
be collectable by end 2025.
4. REVENUE
As at As at
31-Dec-2024 31-Dec-2023
£ £
Franchise Fees 80,000 80,000
Brand Licence Fees 100,000 100,000
Compliance Fees 120,000 120,000
Restaurant management fee - -
300,000 300,000
The Groups' revenue is derived from franchise related fees including franchise
fee, brand licence fee, compliance fee according to Restaurant Franchise
Agreements with Havana Café Sdn Bhd and Everest Consulting Co., Limited in
Malaysia and Thailand. The Group in the current year has provided waiver of
restaurant management fees and royalties from the franchisees to support their
recovery the impact of COVID-19.
5. PROFIT / (LOSS) BEFORE TAXATION
The loss before taxation is stated after charging:
As at As restated
31-Dec-2024 As at
£ 31-Dec-2023
£
Fees payable to the Group's auditors
- Audit of the Group's
- Audit fee charge by Johnsons 30,000 26,300
- Audit fee charge by PKF Littlejohn 39.500 -
- Subsidiary company audit fee 534 341
- Other assurance services - -
Secretarial services fees 11,084 10,430
Professional fees 45,830 39,584
Depreciation of right-of-use assets 31,522 30,422
Depreciation of property, plant & equipment 800 -
Interest on lease liability 5,079 1,182
Director emoluments 29,000 29,000
6. INCOME TAX EXPENSE
The Company is not a "Financial Services Company" registered under the
relevant Jersey laws; or a specified utility company and therefore it is
subject to Jersey income tax at the general rate of Nil percent. If the
Company derives any income from Jersey property, including development of land
or quarrying, such income will be subject to tax at the rate of 20 per cent.
It is not expected that the Company will derive any such income.
Malaysian income tax is calculated at the statutory tax rate of 24 per cent of
the estimated assessable profits for the financial year. The Group's
subsidiary has not made any taxable losses in the year. No deferred tax
asset has been recognised in respect of such losses and temporary differences
due to the unpredictability of future profit streams.
No liability to the corporation tax arose for the year ended 31 December 2024
and year ended 31 December 2023, as the Group did not generate any assessable
profits during the reporting period.
7. EARNINGS PER SHARE
Earnings per ordinary share is calculated by dividing the profit / (loss)
attributable to equity holders of the company by the weighted average number
of ordinary shares in issue during the year. Diluted earnings per share is
calculated by adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all dilutive potential ordinary shares.
There are currently no dilutive potential ordinary shares.
Profit per share attributed to ordinary shareholders
As at As restated
31-Dec-2024 As at
31-Dec-2023
Profit for the year from continuing operations (£) 8,482 85,751
Weighted average shares in issue (unit) 13,350,000 13,350,000
Profit per share (pence per share) 0.06 0.64
8(a) PROPERTY, PLANT AND EQUIPMENT
Equipment Total
£ £
COST
As of 1 January 2024 - -
Additions 4,929.78 4,929.78
Disposals - -
As of 31 December 2024 4,929.78 4,929.78
ACCUMULATED DEPRECIATION
As of 1 January 2024 - -
Depreciation for the year 346.44 346.44
As of 31 December 2024 346.44 346.44
NET BOOK VALUE
As of 31 December 2024 4,583.34 4,583.34.41
As of 31 December 2023 - -
8(b) INVESTMENT PROPERTY
Apartment Total
£ £
COST
As of 1 January 2024 - -
Additions 54,448 54,448
Disposals - -
Changes in fair value
As of 31 December 2024 54,448 54,448
Fair Value Measurement
The fair value of the investment property at 31 December 2024 is £54,448.
There were no changes in fair value during the year. The valuation was
performed by management using Level 3 inputs under IFRS 13, who considered the
fair value at the reporting date to be in line with the fair value at the date
of acquisition due to its close proximity.
Restrictions and Obligations
There are no restrictions on the realisability of investment property or the
remittance of income and proceeds of disposal. The Group has no contractual
obligations to purchase, construct, or develop investment property or for
repairs, maintenance, or enhancements.
8(c) RIGHT-OF-USE ASSETS
As at As at
31-Dec-2024 31-Dec-2023
£ £
Cost
As at 1 January 91,266 91,266
Completion of tenancy agreement (91,266)
New tenancy agreement 94,566 -
As at 31(st) December 94,566 91,266
Accumulated depreciation
As at 1 January 91,266- 60,844
Completion of tenancy agreement (91,266) -
Charge for the year 31,522 31,522
As at 31 December 31,522 91,266
Net Book Value
As at 31 December 63,044 -
The Group recognises a right-of-use asset and a corresponding lease liability
at the commencement date of the rental lease.
The right-of-use asset is initially measured at cost, which comprises the
initial measurement of the lease liability, lease payments made at or before
the commencement date, initial direct costs incurred, and an estimate of costs
to dismantle or restore the underlying asset, less any lease incentives
received.
Subsequently, the right-of-use asset is measured at cost less accumulated
depreciation and accumulated impairment losses, if any.
The right-of-use asset relating to rented premises is depreciated on a
straight-line basis over the shorter of the lease term and the useful life of
the underlying asset.
TRADE AND OTHER RECEIVABLES
As at As at
31-Dec-2024 31-Dec-2023
£ £
Current:
Trade Receivables 284,167 258,435
Other Receivables 11,626 27,190
295,793 285,625
Non-current:
Trade Receivables - 73,314
- 358,939
Trade receivables represent the amounts due from the franchisees at year-end.
The Group has agreed on the payment plans with the franchisees to clear the
outstanding balances.
Trade receivables are recognised initially at their fair value and
subsequently measured at amortised cost using effective interest method. Where
the impact of the time value of money is material. The receivable is
discounted to its present value based on the expected timing of cash
collections. The discounting reflects the difference between the nominal
amount of the receivable and its recoverable present value, taking into
account the expected credit risk, credit terms granted and the estimated
collection period. The unwinding of the discount is recognised as finance
income over the collection period
The above trade debtors have not been discounted to present value as we have
collected a significant portion of the debts by October 2025 and expect the
balance by end December 2025
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses using a lifetime expected credit loss provision for trade receivables
and contract assets, as set out in note 17(a).
9. CASH AND CASH EQUIVALENT
Cash and cash equivalents are denominated in the following currencies:
As at As at
31-Dec-2024 31-Dec-2023
£ £
Great Britain Pound 8 5,324
Malaysia Ringgit 112,318 124,286
112,326 129,610
10. SHARE CAPITAL
As at As at
31-Dec 31-Dec
No of Shares £
As at 1 January 2024 13,350,000 1,224,400
Issuance of new ordinary shares - -
As at 31 December 2024 13,350,000 1,224,400
The ordinary shares carry voting and dividend rights.
11. LEASE LIABILITIES
As at As at
31-Dec-2024 31-Dec-2023
£ £
At 1 January - 33,602
Additions 94,565 -
Interest in suspense - (1,182)
94,565 32,420
Interest expense recognised in income statement 5,079 1,182
Repayment of principal (34,815) (33,602)
64,829 -
Repayment of lease liabilities as follow:
As at As at
31-Dec-2024 31-Dec-2023
£ £
Within one year 31,290 -
After one year but not later than five years 33,539 -
64,829 -
The discount rate applied to lease liabilities is based on the Group's
prevailing incremental borrowing rate, determined with reference to market
lending rates, the Group's credit profile, and the expected lease term. For
the current financial year, the rate applied was 7%.
12. OTHER PAYABLES
As at As at
31-Dec-2024 31-Dec-2023
£ £
Trade and other creditors 100,590 47,225
Deferred income 53,333 133,333
Accruals 990 1,830
154,913 182,388
13. SUBSIDIARY UNDERTAKING
The details of the subsidiaries in the Group are as follows:
Name of company Country of incorporation Effective holding Principal activities
Direct holding:
Davictus World Sdn Bhd Malaysia 100% Management and administration of Group operation
Address: No.9, 1(st) Floor, SS15/2A,
47500 Subang Jaya, Selangor, Malaysia
14. DIRECTORS' EMOLUMENTS
The directors are considered to be the key management personnel. Details
concerning Directors' remuneration can be found below:
As at As at
31-Dec-2024 31-Dec-2023
£ £
Name of Director
Robert Logan Pincock 15,000 15,000
Abd Hadi bin Abd Majid 10,000 10,000
Maurice James Malcolm Groat 4,000 4,000
29,000 29,000
There remuneration schedule shown above represents directors' fee paid to the
above three directors and does not include any other employment benefits,
allowances or entitlements. Kindly refer to directors interest schedule on
page 16
15. SEGMENTAL ANALYSIS
The chief operating decision maker has been identified as the management team
including the one director and two non-executive directors. The chief
operating decision-maker allocates resources and assesses performance of the
business and other activities at the operating segment level.
The chief operating decision maker has determined that in the year end 31
December 2024 and 2023, the Group had a single operating segment, the
provision of managed restaurant franchise business. All the activities and
operations are based in Asia
There are two franchisees during the reporting year.
16. FINANCIAL INSTRUMENTS
The Group is exposed through its operations to the following financial risks:
• Credit risk
• Fair value
• Foreign exchange risk, and
• Liquidity risk.
The Group is exposed to risks that arise from its use of financial
instruments. This note describes the Group's objectives, policies and
processes for managing those risks and the methods used to measure them.
Further quantitative information in respect of these risks is presented
throughout these financial statements.
There have been no substantive changes in the Group's exposure to financial
instrument risks, its objectives, policies and processes for managing those
risks or the methods used to measure them from previous periods unless
otherwise stated in this note.
16. FINANCIAL INSTRUMENTS (Continued)
Principal financial instruments
The principal financial instruments used by the Group, from which financial
instrument risk arises, are as follows:
• Trade receivables
• Cash and cash equivalents
• Trade and other payables
• Right of use assets and lease liabilities
The Group uses a limited number of financial instruments, comprising cash,
short-term deposits and various items such as trade receivables and payables,
which arise directly from operations. The Group does not trade in financial
instruments and it has no external borrowing.
Financial instruments not measured at fair value
Financial Assets
Financial assets are recognized when the Company becomes a party to the
contractual provisions of the instrument and are classified at initial
recognition into the following categories:
· Financial assets at amortised cost
· Financial assets at fair value through profit or loss (FVTPL)
· Financial assets at fair value through other comprehensive income
(FVOCI)
The classification depends on the Company's business model for managing the
financial assets and the contractual cash flow characteristics of the
instruments.
Financial assets at amortised cost are subsequently measured using the
effective interest method, less any allowance for expected credit losses.
Financial Liabilities
Financial liabilities are recognized initially at fair value and subsequently
measured at amortised cost using the effective interest method, unless
designated at fair value through profit or loss.
These include cash and cash equivalents, trade and other receivables, trade
and other payables, and loans and borrowings. Due to their short-term nature,
the carrying value of cash and cash equivalents, trade and other receivables,
trade and other payables approximates their fair value.
The Group's activities expose it to a variety of financial risks: market risk
(including foreign exchange risk, price risk and interest rate risk) credit
risk and liquidity risk. The financial risks relate to the following financial
instruments: cash and cash equivalents, trade and other receivables, trade and
other payables, and loans and borrowings. The accounting policies with respect
to these financial instruments are described above.
Risk management is carried out by the directors under policies, where they
identify and evaluate financial risks in close co‑operation with the Group's
operating units. The directors provide principles for overall risk management.
16. FINANCIAL INSTRUMENTS (Continued)
The reports on the risk management are produced periodically to the key
management personnel of the Group.
(a) Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group. In order to
minimise this risk the Group endeavours only to deal with companies which are
demonstrably creditworthy.
The expected loss rates are based on the Group's historical credit losses
experienced. The historical loss rates are then adjusted to reflect current
and forward-looking information, any known legal and specific economic
factors, including the credit worthiness and ability of the customer to settle
the receivable.
The Group's major concentration of credit risks relates to the amounts owed by
franchisee customers, which are past due but not impaired, at the end of
reporting year. Management has agreed payment plans with the franchisee
customers to ensure the settlement of the outstanding debt. Management further
reviewed the financial position and performance of the franchisee customers
and are satisfied that the total outstanding amount is recoverable from
customers and that no provision is required as at year-end. The franchisee
customers is continuing to make payments as per the payment plans subsequent
to the year-end.
Credit risk also arises from cash and cash equivalents and deposits with banks
and financial institutions. The Group's exposure to credit risk on cash and
cash equivalents is considered low as the bank accounts are with banks with
high credit ratings.
b) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash flow for
operations. The Group manages its' risk to shortage of funds by monitoring
forecast and actual cash flows.
The Group monitors its risk to a shortage of funds using a recurring liquidity
planning tool. This tool considers the maturity profile of the Group's
financial liabilities, based on the contracted undiscounted payments were as
follow:
Carrying value Contractual cash flow Within one year 2-5 years
£ £ £ 1-2 years £
£
At 31 December 2024
Trade and other payable 52,123 52,123 52,123 - -
Lease liability 64,829 64,829 31,290 33,539 -
116,952 116,952 83,413 33,539 -
At 31 December 2023
Trade and other payable 49,055 49,055 49,055 - -
Lease Liability - - - - -
49,055 49,055 49,055 - -
16. FINANCIAL INSTRUMENTS (Continued)
c) foreign currency risk
The Group has some exposure to foreign currency risk. The Group purchases and
sells in various foreign currencies, mainly Ringgit Malaysia (MYR) that
exposes it to foreign currency risk arising from such purchases and sales and
the resulting receivables and the payables. However, the Group continuously
monitors its foreign currency position.
The carrying amounts of the Group's financial instruments are denominated in
the following currencies at each reporting year:
MYR GBP Total
At 31 December 2024
Financial assets
- Cash and cash equivalents 112,318 8 112,326
- Trade and other receivables (excluding prepayments) 3,043 289,210 292,253
115,361 289,218 404,579
Financial liabilities
- Other payables 33,623 49,790 83,413
Net financial assets 81,738 239,428 321,166
At 31 December 2023
Financial assets
- Cash and cash equivalents 124,286 5,324 129,610
- Trade and other receivables (excluding prepayments) 105,499 247,624 353,123
229,785 252,948 482,733
Financial liabilities
- Other payables (15,888) (33,157) (49,045)
Net financial assets 213,897 219,791 433,678
The sensitivity analysis in the table below details the impact of changes in
foreign exchange rates of MYR on the Group's post-tax profit or loss for each
year.
Change in forex rate Amount (GBP)
+5% increase in MYR to GBP 11,971
-5% decrease in MYR to GBP 11,971
It is assumed that the named currency is strengthening or weakening against
all other currencies, while all the other currencies remain constant.
16. FINANCIAL INSTRUMENTS (Continued)
d) Fair values
Management assessed that the fair values of cash and short-term deposits,
trade receivables, trade payables and other current liabilities approximate
their carrying amounts largely due to the short-term maturities of these
instruments.
17. CAPITAL MANAGEMENT POLICY
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital. The capital structure of the
Group consists of the equity attributable to equity holders of the Group which
comprises of issued share capital and reserves. The Group do not have any
externally imposed capital requirements.
18. RELATED PARTY TRANSACTIONS
The principal activity of the Group's subsidiary is that of managing the
Group's activity including collection of amounts due from customers and
payments to vendors for the services received.
VCB Malaysia provides assistance in the form of employee services without any
form of income or charges for services rendered.
VCB Capital assist the company by providing collection assistance services
without any form of income or charges.
VCB Malaysia and VCB Capital have no relationship with Davictus Plc or
Davictus World Sdn Bhd by way of shares. However, VCB Malaysia and VCB Capital
have a common director, En Abd Hadi bin Abd Majid, and they are owned by BVS
Trinity in which En Abdul Hadi Bin Abd Majid holds 40% equity interest.
MMM Consulting no relationship with Davictus Plc or Davictus World Sdn Bhd by
way of shares. However, MMM Consulting has a common director, Mr Malcolm
Groat.
19. CAPITAL COMMITMENTS
The Group has no capital commitments. The Company does not have an ultimate
controlling party. No individual shareholder holds more than 20% of the issued
share capital, nor is there any contractual arrangement that confers control
to any single party. The CEO and Executive Director holds approximately 10% of
the shares; however, this level of shareholding does not constitute control.
Accordingly, the Company is considered to be ultimately controlled by its
collective shareholders and run by professional board members.
20. PRIOR YEAR RESTATEMENT
During the current financial year, management identified certain errors in the
recognition and presentation of items in the prior year financial statements.
Accordingly, the comparative figures for the year ended 31 December 2023 have
been restated to reflect the correct accounting treatment in accordance with
IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors / FRS
102 Section 10.
The errors identified relate primarily to under provision of audit fee of
£2,300 and professional fee £2,345.
21. SUBSEQUENT EVENT
The Company was a party to two separate franchise agreements. The first
franchise agreement expired in May 2025, while the second franchise agreement
expired in November 2025. Upon the expiry of these agreements, all rights and
obligations under the respective franchise arrangements ceased in accordance
with the terms of the contracts.
The Company has assessed the impact of the expiries and concluded that there
are no continuing rights, commitments, or renewal options that would require
further recognition in the financial statements. Any related assets or
liabilities previously recognised have been reviewed and accounted for in
accordance with the applicable financial reporting standards.
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