daVictus PLC
Annual Report & Accounts
for year ended 31 December 2022
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
Contents
Page
Officers & Advisors
1
Chairman’s Statement
2
Strategic Report
Directors Report
3
5
Corporate Governance
11
Directors Responsibility
13
Independent Auditor’s Report
15
Consolidated Statement of Comprehensive Income
20
Consolidated Statement of Financial Position
21
Consolidated Statement of Changes in Equity
22
Consolidated Statement of Cash Flow
23
Notes to the Consolidated Financial Statements
24
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
1
Officers & Advisors
Directors
Abd Hadi (“Hadi”) bin Abd Majid
(
Non-Executive Chairman)
Robert Logan Pincock
(Chief Executive Officer)
Maurice (“Malcolm”) James Malcolm Groat
(Non-Executive Director)
Company Secretary and the registered
office
JTC PLC
28 Esplanade, St Helier
JE1 8SB
Channel Islands
Registered Number
117716
Broker
Optiva Securities Limited
49 Berkeley Square
London W1J 5AZ
United Kingdom
Auditors
Shipleys LLP
10 Orange Street, Haymarket
London, WC2H 7DQ
United Kingdom
Legal advisers – English law
Bird & Bird LLP
12 New Fetter Lane
London EC4A 1JP
Principal Bankers
Standard Bank Jersey Limited
Standard Bank House
PO Box 583
47
-49 La Motte Street
St. Helier
Jersey JE4 8XR
Channel Islands
Registrars
Computershare Investor Services (Jersey) Limited
Queensway House
Hilgrove Street
St Helier
Jersey JE1 1ES
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
2
Chairman’s Statement
Dear Shareholders,
I am pleased to present to you the financial statements of daVictus Plc and its subsidiary undertakings for
the year ended 31 December 2022.
I am delighted to report that it has been a fruitful year for the Company compared to FY 2021. The
Company's revenue has increased slightly, and we have managed to improve profitability. This
achievement is attributable to the hard work and dedication of our team and the continued support of our
franchisees.
Furthermore, we are pleased to share that our two franchisees in Malaysia and Thailand have been
performing well, and we are excited about the potential for further growth in these markets. We have
however, adopted a conservative expansion plan and will only start to consider franchisee enquiries from
Singapore, Indonesia, Philippines, and Vietnam in the coming years.
Additionally, the Company is exploring opportunities to provide restaurant management services to other
restaurants outside its flagship Havana Dining franchise. This strategic move will enable us to leverage
our expertise in the industry and generate additional revenue streams for the Company.
At daVictus Plc, we value our employees and recognize that they are our most valuable asset. We remain
committed to taking care of their welfare and development, as well as the welfare of the staffs of our
franchisees, by providing them with necessary support to operate efficiently.
In conclusion, we are optimistic about the Company's future and firmly believe that our positive outlook
for business expansion, combined with our commitment to operational excellence and best practices, will
continue to drive our growth and profitability.
On behalf of the Board of Directors, I would like to express our sincere gratitude to our shareholders,
employees, customers, and franchisees for their unwavering support.
Abd Hadi Bin Abd Majid
Chairman
27 April 2023
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
3
Strategic Report
Operational and Financial Review
During the financial year, the Company successfully appointed its second franchisee. The selected location
for this second franchisee is in the business district of Sukhumvit, Bangkok.
Cash and cash equivalents as of 31 December 2022 is £ 260,308 (31 December 2021 is £96,624).
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 cash flow interest rate risk,
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:
Cash flow interest rate risk – the Group’s exposure to the risk of changes in market interest rates relates
primarily to the Group’s overdraft accounts with major banking institutions.
The Group’s policy is to manage its interest income, when received, using a mixture of fixed and floating
rate deposit accounts.
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.
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.
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.
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
4
Board of Directors
Abd Hadi bin Abd Majid (aged 73) – 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 44) – 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 62) – 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 Harland & Wolff. Mr Groat is a Fellow
of the Institute of Chartered Accountants in England and Wales.
daVictus plc
Annual Report & Accounts
For the year ended 31 December 2022
5
Directors Report
The Directors present their Report with the financial statements of the Company and its subsidiary
undertakings (together the “Group”) for year ended 31 December 2022.
Results and dividends
The results for the year are set out in the Statement of Comprehensive Income on page 20. 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 2022 were as follows:
Abd Hadi bin Abd Majid
Robert Logan Pincock
Maurice James Malcolm Groat
Directors’ interest
As at 31 December 2022, Robert Pincock, one of our directors, owns 1,250,000 ordinary shares, which
represents an 9.36 % interest.
daVictus plc
Annual Report & Accounts
For the year ended 31 December 2022
6
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 31 December 2022.
Party Name
Number of Ordinary
Shares
% of
Share Capital
Belldom Limited
1,259,999
9.44
Robert Pincock
1,250,000
9.36
Amber Oak Holdings Limited
1,127,000
8.44
Eastman Ventures Limited
1,104,454
8.27
Infinity Mission Limited
1,435,000
10.75
Link Summit Limited
1,388,343
10.40
Nordic Alliance Holding Limited
1,288,546
9.65
West Park Capital Manager Ltd
400,000
3.00
Capital and returns management.
Based on the Company’s plans for 2022, 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.
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
As described in the note 2(d), the financial statement have been prepared on a going concern basis, which
assumes that the Group will continue to be able to meet its liabilities as and when they fall due in the
foreseeable future.
As a franchisee restaurant operator with two franchised restaurants in Malaysia and Thailand, we have
evaluated the financial position and performance of our business for the year ended 2022. After careful
consideration, we believe that our business is a going concern and has the ability to continue operations in
the foreseeable future.
Our assessment is based on various factors, including the performance of our restaurants, market
conditions, and our ability to generate sufficient revenue to cover operating expenses and meet our
daVictus plc
Annual Report & Accounts
For the year ended 31 December 2022
7
Going concern (continued)
financial obligations as they become due. We have also considered our ability to maintain our relationships
with our franchisors and our suppliers, as well as our ability to attract and retain customers.
Furthermore, we have implemented sound financial management practices, including budgeting, cash flow
management, and expense control measures, to ensure that our operations remain sustainable in the long
term.
We are delighted to inform you that our franchisees in Malaysia and Thailand have demonstrated
exceptional performance, and we look forward to exploring further growth opportunities in these markets.
However, we have implemented a prudent expansion strategy, and we will only commence evaluating
franchisee inquiries from Singapore, Indonesia, Philippines, and Vietnam in the near future.
Furthermore, the company is actively exploring options to offer restaurant management services to other
restaurants beyond our flagship Havana Dining franchise. This tactical decision will allow us to capitalize
on our industry proficiency and generate supplementary revenue sources for the company.
The company remains committed to backing domestic/local sourcing to facilitate its supply chain, while
simultaneously adhering to the standard operating procedures in sanitation practices during food
preparation and handling.
The Company will not pay any dividends this year.
Based on our evaluation, we believe that our business has adequate resources to continue operating in the
foreseeable future and will remain a going concern.
Section 172 Report
As required by Section 172 of the Companies Act, a director of a company must act in the way he or she
considers, in good faith, would likely promote the success of the company for the benefit of the
shareholders. In doing so, the director must have regard, amongst other matters, to the following issues:
• likely consequences of any decisions in the long term;
• interests of the company’s employees;
• need to foster the company’s business relationships with suppliers/customers and others;
• impact of the company’s operations on the community and environment;
• company’s reputation for high standards of business conduct; and
• need to act fairly between members of the company.
As set out in the Strategic Report, the Board remains focused on providing for shareholders through the
long-term success of the Company. The means by which this is achieved is set out further below.
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 business with a view to 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.
daVictus plc
Annual Report & Accounts
For the year ended 31 December 2022
8
Section 172 Report (continued)
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
own companies 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.
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:
x due diligence on new acquisitions;
x Board-level liaison with management of investees including, where appropriate, board
representation;
x monthly management account reporting;
daVictus plc
Annual Report & Accounts
For the year ended 31 December 2022
9
Section 172 Report (continued)
x
review of investments and market risk with monthly reporting to the Board;
x
regular cashflow re-forecasting as circumstances change; and
x
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:
x Committed to promoting environmental best practices by encourage our franchisees to adopt
sustainable business practices.
x Committed to supporting our franchisees in their efforts to reduce their carbon footprint and
minimize their impact on the environment.
x Committed to reviewing and advising our franchisees on their environmental performances and to
identify areas for improvement and support continuous improvement
x Committed to increasing energy efficiency by encouraging our franchisees to adopt energy-
efficient equipment and to implement energy management systems
x Committed to reducing waste by encouraging our franchisees to adopt sustainable packaging
including reusable and recyclable materials
daVictus plc
Annual Report & Accounts
For the year ended 31 December 2022
10
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 has implemented measures to mitigate these
risks, including:
x Conducting regular climate risk assessments and scenario analysis to identify potential risks and
opportunities.
x Developing a carbon reduction plan to reduce the carbon footprint within our franchisee’s
operations.
x 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 have established a number of metrics and targets to measure and track our progress in
managing climate-related risks and opportunities. These include:
x Carbon footprint: We are working with our franchisees to collect data on their carbon footprint
and establish baseline metrics for tracking progress.
x Renewable energy: We have set a target to increase the proportion of renewable energy used by
our franchisees to 50% by 2030.
x 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.
daVictus plc
Annual Report & Accounts
For the year ended 31 December 2022
11
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 business.
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 under 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 27 September 2022 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 2021, 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.
daVictus plc
Annual Report & Accounts
For the year ended 31 December 2022
12
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, Shipleys LLP, have expressed their willingness to continue in office and a resolution to
reappoint them will be proposed at the Annual General Meeting.
daVictus plc
Annual Report & Accounts
For the year ended 31 December 2022
13
Statement of 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;
- 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 or the United Kingdom 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:
x 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
x 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.
daVictus plc
Annual Report & Accounts
For the year ended 31 December 2022
14
Statement as to Disclosure of Information to Auditors
The Directors confirm that:
x
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 on 27 April 2023 and is signed on
its behalf by;
………………………………………….
Robert Pincock
Director
27 April 2023
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
15
Independent Auditor’s Report to the Members of daVictus plc
Opinion
We have audited the financial statements of daVictus Plc (the “Company”) for the year ended 31 December
2022, which comprise:
x
the statement of comprehensive income for the year ended 31 December 2022;
x
the statements of financial position as at 31 December 2022;
x
the statements of cash flows and statements of changes in equity for the year then ended; and
x
notes to the financial statements, which include a summary of significant accounting policies and other
explanatory information.
The financial reporting framework that has been applied in the preparation of the Group financial
statements is applicable law and UK -adopted International Accounting Standards
In our opinion, the financial statements:
x give a true and fair view of the state of the Group's affairs as at 31 December 2022 and of the
Group’s profit for the period then ended;
x have been properly prepared in accordance with UK-adopted International Accounting Standards;
and
x 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 believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained 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 applicable to
listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with
these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical
Standard were not provided.
We have provided no non-audit services to the company or its controlled undertakings in the period under
audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis
of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast significant doubt on the group’s or the parent
company’s ability to continue as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
16
Our responsibilities and the responsibilities of the directors with respect to going concern are described
in the relevant sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An item is considered material
if it could reasonably be expected to change the economic decisions of a user of the financial statements.
We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements
identified.
Based on our professional judgement, we determined overall materiality for the Company financial
statements as a whole to be £10,980 (2021: £4,099), based on approximately 2% of the Company’s total
assets.
We use a different level of materiality (‘performance materiality’) to determine the extent of our testing
for the audit of the financial statements. Performance materiality is set based on the audit materiality as
adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit
area having regard to the internal control environment. We determined performance materiality to be
£8,235 (2021: £3,074).
Where considered appropriate performance materiality may be reduced to a lower level, such as, for related
party transactions and directors’ remuneration.
We agreed with the Audit Committee to report to it all identified errors in excess of £549 (2021: £180).
Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required
on qualitative grounds.
Overview of the scope of our audit
We performed a full scope audit on the Group in accordance with ISAs (UK).
We designed our audit by determining materiality and assessing the risks of material misstatement in the
financial statements. In particular, we looked at areas where the Directors made subjective judgements,
which involved making assumptions and considering future events that are inherently uncertain, such as
their going concern assessment.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, 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) that we identified. These matters included 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.
This is not a complete list of all risks identified by our audit.
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
17
Key audit matter
How the scope of our audit addressed the key audit matter
Revenue recognition
As disclosed in note 4 to the
consolidated financial statements,
the revenue comprises of 4
revenue streams and its
recognition 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 conditions are met.
Going concern
Management override of controls
Our audit procedures included the following:
We carried out procedures to test the revenue and to consider
whether the application of the revenue recognition policy was
appropriate, having regard to the contractual terms and service
obligations.
We agreed
the performance obligations identified by
management to a sample of contracts to ensure the adopted
accounting policy was appropriate.
For a sample of transactions, we selected contracts with the
customers and reviewed their terms and conditions. Based on
this understanding, we considered if the underlying income was
recognised in accordance with the stated accounting policy and
IFRS 15.
Going concern was addressed as a key audit matter and has been
addressed within the ‘conclusions relating to going concern ‘
section of the audit report
We have reviewed journal adjustments and the rationale behind
them and have considered whether these have been subject to
potential management bias. From our procedures carried out no
adverse issues were identified with regards to management
override of controls.
Our audit procedures in relation to the above matters were designed in the context of our audit opinion as
a whole. They were not designed to enable us to express an opinion on the matter individually and we
express no such opinion.
Other information
The directors are responsible for the other information contained within the annual report. The other
information comprises the information included in the annual report, other than the financial statements
and our auditor’s report thereon. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required to determine
whether there is a material misstatement in the financial statements or a material misstatement of the other
information. 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.
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
18
Matters on which we are required to report by exception
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:
x
we have not received all the information and explanations we require for our audit; or
x
adequate accounting records have not been kept by the Company, or proper returns adequate for our
audit have not been received from branches not visited by us; or
x
the Company’s financial statements are not in agreement with the accounting records and returns.
Responsibilities of the directors for the financial statements
As explained more fully in the directors’ responsibilities statement set out on page 10, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and
fair view, and for such internal control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s and
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.
Explanation as to what extent the audit was considered capable of detecting irregularities, including
fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks within which the Group operates,
focusing on those laws and regulations that have a direct effect on the determination of material amounts
and disclosures in the financial statements. The laws and regulations we considered in this context were
relevant company law and taxation legislation in the Jersey and British Virgin Islands jurisdictions in
which the Group operates.
We identified the greatest risk of material impact on the financial statements from irregularities, including
fraud, to be the override of controls by management and inappropriate revenue recognition. Our audit
procedures to respond to these risks included enquiries of management about their own identification and
assessment of the risks of irregularities, sample testing on the posting of journals, and reviewing accounting
estimates for biases. We agreed the performance obligations identified by management to a sample of
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
19
contracts to ensure the adopted accounting policy was appropriate and selected a sample of contracts with
the customers and reviewed their terms and conditions. Based on this understanding, we considered if the
underlying income was recognised in accordance with the stated accounting policy.
There are inherent limitations in the audit procedures described above. We are less likely to become aware
of instances of non-compliance with laws and regulations that are not closely related to events and
transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement
due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery or intentional misrepresentation, or through collusion.
Our audit testing might include testing of complete populations of certain transactions and balances.
However typically involves selecting a limited number of items for testing, rather than testing complete
populations. We will often seek to target particular items for testing based on their size or risk
characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the
population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Article 113A of the
Companies (Jersey) Law 1991. 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.
Benjamin Bidnell (Senior Statutory Auditor)
For and on behalf of
Shipleys LLP
Statutory Auditor
London
27 April 2023
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
20
Consolidated Statement of Comprehensive Income
for year ended 31 December 2022
Note
As at
31
-Dec-
2022
£
As at
31
-Dec-
2021
£
Revenue
4
Direct cost
Gross Profit
Other Income
Gain on Disposal of Lease
Interest income
Administrative expenses
(182,731 )
(181,685 )
Operating profit/(loss) before taxation
5
(18,111 )
Income tax expenses
6
Profit/(loss) for the year
attributable to equity shareholders
(18,111 )
OTHER COMPREHENSIVE
INCOME
Loss on disposal of investment
Proceeds from issuance of ordinary
share during the year
(9,159 )
--------------------
----------------
TOTAL COMPREHENSIVE
PROFIT FOR THE YEAR
============
==========
Basic and diluted (pence per share)
7
(0.14 )
The notes to the financial statements form an integral part of these financial statements
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
21
Consolidated Statement of Financial Position
as at 31 December 2022
Assets
Note
As at
31-Dec-
2022
£
As at
31
-Dec-
2021
£
Other assets
Right of use asset
8
Current assets
Trade and other receivables
9
Cash and cash equivalents
10
Total current assets
Total assets
Equity and liabilities
Capital and reserves
Stated capital
11
Accumulated loss
(1,008,635 )
(1,237,270 )
Total equity
(12,870 )
Liabilities
Non-current liability
Lease liability
12
Current liabilities
Other payables
13
Lease liability
12
Deferred Income
Total current liabilities
Total liabilities
Total equity and liabilities
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 27 April 2023 and signed on its behalf
by;
………………………
Robert Pincock
Director
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
22
Consolidated Statement of Changes in Equity
For the year ended 31 December 2022
For the year ended 31 December 2021
Stated
capital
Accumulated
loss
Total
£
£
£
As at 1 January
2021
(1,219,159 )
(30,759 )
Proceeds from issuance of
ordinary shares during the year
-
Loss
for the year
-
(18,111 )
(18,111 )
Total comprehensive loss for the
year
(18,111 )
As at 31 December
2021
(1,237,270 )
(12,870
)
Stated capital
Accumulated
loss
Total
£
£
£
As at 1 January 2022
(1,237,270 )
(12,870
)
Accumulated loss of subsidiary
disposed during the year
-
Profit for the year
-
As at 31 December 2022
(1,008,635 )
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
23
Consolidated Statement of Cash Flows
for the year ended 31 December 2022
As at
31-Dec-
2022
£
As at
31
-Dec-
2021
£
Cash flow from operating activities
Operating profit / (loss) for the year
(18,111 )
Adjustment for:
Depreciation of right-of-use-assets
Gain on disposal of lease
(1,066 )
Loss on disposal of investment
Interest income
(1 )
(8 )
Interest on lease liability
Changes in working capital
Trade and other receivables
(152,731 )
(11,611 )
Other payables
Amount due to directors
(318 )
Net cash used in operating activities
Cash Flow from Financing activities
Proceed from issuance of shares
Interest income
Proceed from disposal of investment
Repayment on lease liability
(33,602 )
(33,600 )
Net cash generated from financing
activities
(33,593
)
Increase / (decrease) in cash and cash
equivalents
Effect of exchange differences
(1 )
Cash and cash equivalents at
beginning of the year
Cash and cash equivalents
at end of the year
The notes to the financial statements form an integral part of these financial statements
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
24
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.
The consolidated financial statements comprise of the financial information of the Company and its
subsidiaries (the Group), which 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
Accounting Standards and IFRIC interpretations applicable to companies reporting under IFRS. The
financial statements have been prepared under the historical cost convention as modified for financial
assets carried at fair value.
The financial information of the Company is presented in British Pound Sterling (“£”) which is the
functional currency of the Company.
As permitted by Companies (Jersey) Law 1991 only the consolidated financial statements are
presented.
Standards and interpretations issued but not yet applied
A number of new standards and amendments to standards and interpretations have been issued by
International Accounting Standards Board but are not yet effective and in some cases have not yet
been adopted,. The Directors do not expect that the adoption of these standards will have a material
impact on the financial statements of the Group in future periods.
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.
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
25
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 / (loss) for the year of £219,469 (2021: (£18,111). The Group recorded net
cash generated / (used) in operating activities of £163,685 (2021: £76,584). At the reporting date the
group held cash and cash equivalents of £260,308 (2021: £96,624) and net equity of £215,765 (2021:
(£12,870).
As described in the note 2(d), the financial statement have been prepared on a going concern basis,
which assumes that the Group will continue to be able to meet its liabilities as and when they fall due
in the foreseeable future.
As a franchisee restaurant operator with two franchised restaurants in Malaysia and Thailand, we
have evaluated the financial position and performance of our business for the year ended 2022. After
careful consideration, we believe that our business is a going concern and has the ability to continue
operations in the foreseeable future.
Our assessment is based on various factors, including the performance of our restaurants, market
conditions, and our ability to generate sufficient revenue to cover operating expenses and meet our
financial obligations as they become due. We have also considered our ability to maintain our
relationships with our franchisors and our suppliers, as well as our ability to attract and retain
customers.
Furthermore, we have implemented sound financial management practices, including budgeting, cash
flow management, and expense control measures, to ensure that our operations remain sustainable in
the long term.
Our franchisees in Malaysia and Thailand have demonstrated exceptional performance, and we look
forward to exploring further growth opportunities in these markets. However, we have implemented
a prudent expansion strategy, and we will only commence evaluating franchisee inquiries from
Singapore, Indonesia, Philippines, and Vietnam in the near future.
The company is actively exploring options to offer restaurant management services to other
restaurants beyond our flagship Havana Dining franchise. This tactical decision will allow us to
capitalize on our industry proficiency and generate supplementary revenue sources for the company.
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
26
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 contract liability.
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.
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
27
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
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.
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
28
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Loan and receivables (continued)
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.
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
29
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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,
however not to an amount higher than the carrying amount that would have been determined (net of
amortisation or depreciation), had no impairment losses been recognised for the asset 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:
Going concern
As disclosed in note 2 the Directors have a reasonable expectation that the Group and Company have
adequate resources to continue in operational existence for the foreseeable future. For this reason, the
Group and the Company continue to adopt the going concern basis in preparing the financial
statements.
4. REVENUE
As at
31-Dec-2022
£
As at
31
-Dec-
2021
£
Franchise Fees
80,000
43,333
Brand Licence Fees
100,000
65,000
Compliance Fees
120,000
54,167
Restaurant management fee
111,358
-
411,358 162,
500
The Groups’ revenue are derived from franchise related fees including franchise fee, brand licence
fee, compliance fee and royalties according to Restaurant Franchise Agreement between the
Company and Havana Café Sdn Bhd and Everest Consulting Co. Limited, In addition, the company
also derives revenue in the form of Restaurant Management Fee .
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
30
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5. PROFIT / (LOSS) BEFORE TAXATION
The loss before taxation is stated after charging:
As at
31-Dec-
2022
£
As at
31-Dec-
2021
£
Fees payable to the Group’s auditors
-
Audit of the Group’s financial statements
19,099
18,500
- Other assurance services
-
1,099
-
-
Secretarial services fees
9,290
8,563
Professional fees
30,878
47,404
Other costs associated to the acquisition transaction
-
-
Depreciation of right-of-use assets
30,422
30,422
Costs related to the acquisition of IP rights
-
-
Interest on lease liability
3,426
4,931
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.
The subsidiary company, Havana Dining Limited registered under the relevant British Virgin Island
laws and therefore it is subject to BVI income tax at the general rate of Nil percent.
Malaysian income tax is calculated at the statutory tax rate of 24 per cent of the estimated assessable
profits for the financial year. No deferred tax asset has been recognised in respect of such losses and
temporary differences due to the unpredictability of future profit streams. Such losses may be carried
forward indefinitely.
No liability to the corporation tax arose for the year ended 31 December 2022 and year ended 31
December 2021, as the Group did not generate any assessable profits during the reporting period.
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. PROFIT / (LOSS) PER SHARE
Basic profit / (loss) 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 period.
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 / (Loss) per share attributed to ordinary shareholders
As at
31
-Dec-
2022
As at
31
-Dec-2021
Profit/(loss) for the year from continuing operations (£)
228,628
(18,111)
Weighted average shares in issue (unit)
13,350,000
12,797,671
Profit / (Loss) per share (pence per share)
(0.14 )
8. RIGHT-OF-USE ASSETS
£
Cost
As at
1 January 2021
65,150
Additions during the year
91,266
Derecognition due to lease
termination
65,150
As at 1 January 202
2
91,266
Additions during the year
-
As at 31.12.202
2
91,266
Accumulated depreciation
As at 1 January 202
1
18,097
Charge for the year
30,422
Derecognisation due to lease
termination
(18,097)
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
32
8. RIGHT-OF-USE ASSETS (Continued)
Accumulated depreciation
(continued)
As at 1 January 2022
£
30,422
Charge for the year
30,422
As at 31 December 2022
60,844
Net Book Value
At 31 December 2022
30,422
At 31 December 2021
60,844
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
33
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. TRADE AND OTHER RECEIVABLES
As at
31-Dec-202
2
£
As at
31-Dec-202
1
£
Trade Receivables
175,525
40,000
Other Receivables
24,667
7,461
200,192
47,461
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).
10. CASH AND CASH EQUIVALENT
Cash and cash equivalents are denominated in the following currencies:
As at
31-Dec-202
2
£
As at
31-Dec-202
1
£
Great Britain Pound
7,044
3,102
Malaysia Ringgit
253,264
93,522
260,308
96,624
11. SHARE CAPITAL
As at
31-Dec-202
2
No of Shares
As at
31
-Dec-
2022
As at 1 January 2022
13,350,000
1,224,400
Issuance of new ordinary shares
-
-
As at 31 December 2022
13,350,000
1,224,400
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
12. LEASE LIABILITIES
As at
31
-Dec-
2022
£
As at
31-Dec-2021
£
At 1 January
67,204
48,119
Additions
-
100,804
Gain on early lease termination
-
(1,066)
Derecognisation due to lease termination
-
(47,053)
Interest in suspense
(4,608)
(9,539)
62,596
91,265
Interest expense recognised in income
statement
3,426
4,931
Repayment of principal
(33,602)
(33,600)
32,420
62,596
Repayment of lease liabilities as follow:
As at
31
-Dec-
2022
£
As at
31-Dec-2021
£
Within one year
33,602
33,602
After one year but not later than five
years
-
33,602
33,602
67,204
13. OTHER PAYABLES
As at
31-Dec-2022
£
As at
31-Dec-
2021
£
Other creditors
9,823
(1,026)
Contract liabilities
213,333
136,666
Amount due to Director
-
318
Accruals and provision
19,581
19,245
242,737
155,203
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. 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
On 22 February 2022, the board of directors approved the disposal of the subsidiary company Havana
Dining Limited. Havana Dining Limited is no longer a subsidiary company of daVictus Plc and
Davictus Sdn Bhd becomes a direct holding
15. DIRECTORS’ EMOLUMENTS
The directors are considered to be the key management personnel. Details concerning Directors’
remuneration can be found below:
As at
31-Dec-2022
£
As at
31-Dec-
2021
£
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 are no other employment benefits offered to the Directors.
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
16. 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 2022, the Group
had a single operating segment, the provision of managed restaurant franchise business. All the
activities and operations are based in Malaysia and Thailand.
There are two franchisee during the reporting year.
17. 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.
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.
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. FINANCIAL INSTRUMENTS (Continued)
Financial instruments not measured at fair value
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.
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 amount owed by a single franchisee
customer, which was past due but not impaired, at the end of reporting year. Subsequent to the
year end, the Group received the payment of overdue debts in full before the date of approval these
financial statements.
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.
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. FINANCIAL INSTRUMENTS (Continued)
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
1-2 years
2-5 years
At 31 December 2022
Amount due to director
-
-
-
-
-
Trade and other payable
29,404
29,404
29,404
-
-
Lease liability
32,420
33,602
33,602
-
-
61,824
63,006
63,006
-
-
At 31 December 2021
Amount due to director
318
318
318
-
-
Trade and other payable
131,352
131,352
131,352
-
-
Lease Liability
62,596
67,203
33,602
33,601
-
194,266
198,873
165,272
33,601
-
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 2022
Financial assets
253,264
7,044
260,308
Financial liabilities
1,459
60,365
61,824
Net financial assets
251,805
(53,321)
198,484
At 31 December 2021
Financial assets
93,522
3,102
96,624
Financial liabilities
1,104
84,637
85,741
Net financial assets
92,418
(81,535)
10,883
The sensitivity analysis in the table below details the impact of changes in foreign exchange
rates on the Group’s post-tax profit or loss for each reporting period.
daVictus plc
Annual Report & Accounts
For year ended 31 December 2022
39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. FINANCIAL INSTRUMENTS (Continued)
c) Foreign currency risk (continued)
It is assumed that the named currency is strengthening or weakening against all other currencies,
while all the other currencies remain constant.
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.
18. 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.
19. CAPITAL COMMITMENTS
The Group has no capital commitments.
20. SUBSEQUENT EVENTS
There have been no significant events after the reporting date to the date of signing these accounts
which have a material financial statement impact at 31 December 2022.