daVictus PLC daVictus PLC

Annual Report & Accounts

for year ended 2023-12-31 31 December 2023

daVictus plc Annual Report & Accounts

For year ended 31 December 2023

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daVictus plc Annual Report & Accounts

For the year ended 31 December 2023

Chairman's Statement

Dear Shareholders,

I am happy to present the financial results of daVictus Plc and its subsidiaries undertakings for the year ended 31 December 2023.

The year under review has been characterized by steady progress for our Company in its core activity.

Despite facing several challenges, we have managed to navigate the business landscape effectively and achieve satisfactory results.

Our franchise operations have continued to perform well, thanks to the dedication and hard work of our franchise partners both in Malaysia and Thailand. Their contributions have been instrumental in driving growth and maintaining profitability across our network.

In terms of expansion, we have opted for a cautious approach by delaying any immediate plans. This decision reflects our commitment to prudent financial management and ensuring the long-term sustainability of our business. This is due to some projected uncertainties in the regional markets arising from high inflation projection and careful spending attitude.

Following a period of evaluation, we have found that providing restaurant management services represents a viable opportunity for revenue diversification. This strategic shift allows us to leverage our industry expertise and create additional value for our company.

Looking ahead, we remain cautiously optimistic about the future. While we continue to explore potential opportunities for growth, we are mindful of the prevailing economic conditions and remain focused on making informed decisions that benefits our stakeholders.

I extend my gratitude to our shareholders, employees, customers and franchisees for their continued support and dedication. It is through our collective efforts that we are able to navigate challenges and drive progress for daVictus Plc.

On behalf of the Board of Directors, I look forward to the opportunities and challenges that lie ahead as we strive to achieve our goals and deliver value to our stakeholders.

Abd Hadi Bin Abd Majid

Chairman

30 April 2024

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daVictus plc Annual Report & Accounts

For the year ended 31 December 2023

Strategic Report

Operational and Financial Review

The profit before tax of the Group for the year is £90,396 (2022: £228,628). Cash and cash equivalents of the Group as of 31 December 2023 is £129,610 (2022: £260,308).

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:

daVictus plc Annual Report & Accounts

For the year ended 31 December 2023

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 Harland & Wolff. Mr Groat is a Fellow of the Institute of Chartered Accountants in England and Wales.

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daVictus plc Annual Report & Accounts

For the year ended 31 December 2023

The strategic report was approved by the Board on 30 April 2024 and is signed on its behalf by;

………………………………………. ….

Robert Pincock

Director

27 April 2023

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daVictus plc Annual Report & Accounts

For the year ended 31 December 2023

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 2023.

Results and dividends

The results for the year are set out in the Statement of Comprehensive Income on page 23. 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.

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 2023 were as follows:

Abd Hadi bin Abd Majid

Robert Logan Pincock

Maurice James Malcolm Groat

Directors' interest

As at 31 December 2023, Robert Pincock, one of our directors, owns 1,250,000 ordinary shares, which represents an 9.36 % interest.

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daVictus plc Annual Report & Accounts

For the year ended 31 December 2023

Based on the Company's plans for 2024, 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.

Section 172 Report

As required by Section 172 of the UK Companies Act 2006, 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 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.

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daVictus plc Annual Report & Accounts

For the year ended 31 December 2023

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:
• due diligence on new acquisitions; Board-level liaison with management of investees including, where appropriate, board representation;
• monthly management account reporting; 9

daVictus plc Annual Report & Accounts

For the year ended 31 December 2023

Section 172 Report (continued)

• 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.
• Committed to supporting our franchisees in their efforts to reduce their carbon footprint and minimize their impact on the environment.
• Committed to reviewing and advising our franchisees on their environmental performances and to identify areas for improvement and support continuous improvement
• Committed to increasing energy efficiency by encouraging our franchisees to adopt energy efficient equipment and to implement energy management systems
• Committed to reducing waste by encouraging our franchisees to adopt sustainable packaging including reusable and recyclable materials

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daVictus plc Annual Report & Accounts

For the year ended 31 December 2023

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:

• 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 have established 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 franchisees 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 franchisees 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.

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daVictus plc Annual Report & Accounts

For the year ended 31 December 2023

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 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 2023 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 2022, 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.

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daVictus plc Annual Report & Accounts

For the year ended 31 December 2023

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, Johnsons, Chartered Accountants, have expressed their willingness to continue in office and a resolution to reappoint them will be proposed at the Annual General Meeting.

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daVictus plc Annual Report & Accounts

For the year ended 31 December 2023

daVictus plc Annual Report & Accounts

For the year ended 31 December 2023

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 on 30 April 2024 and is signed on its behalf by;

………………………………………. ….

Robert Pincock

Director

27 April 2023

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daVictus plc

Annual Report & Accounts

For year ended 31 December 2023

Independent Auditor's Report to the Members of daVictus Plc

Opinion

We have audited the financial statements of daVictus Plc (the “Company”) and its subsidiary (together referred as the “Group”) for the year ended 31 December 2023 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 Cashflows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in the preparation applicable law and and UK adopted International Financial Reporting Standards (UK adopted IFRS).

In our opinion the financial statements:

• give a true and fair view of the state of the Group as at 31 December 2023, and its profit for the year then ended;
• have been properly prepared in accordance with UK adopted IFRS;
• 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 applicable to public interest entities, and we have fulfilled our other ethical responsibilities in accordance with those 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:

• Obtaining an understanding of management's rationale for use of going concern basis of accounting through reviewing the going concern assessment, underlying forecasts and assumptions and through enquiries of management and those charged with governance;
• Assessing the appropriateness of the key assumptions made by management in preparing cash flow forecasts for a period of at least twelve months from the date of approving the financial statements. We have assessed the reliability of these forecasts to our expectations based on our understanding of the Group and its business plan; and
• Evaluating the reasonableness of management's stress testing scenario assumptions;
• Assessing the appropriateness of going concern disclosures by evaluating the consistency with management's assessment and for compliance with requirements of applicable law and UK adopted IFRS.

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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group's ability to continue as a going concern.

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daVictus plc Annual Report & Accounts

For year ended 31 December 2023

An overview of the scope of our audit

Our audit was scoped by obtaining an understanding of the Group and its environment, including the Group-wide controls, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement. The Group involves the Company and a subsidiary. The scope of our audit was influenced by the level of Group materiality and component materiality we determined.

The scope determined for Group's subsidiary is full scope audit and the audit is performed by another audit firm in their capacity as component auditors. We interacted regularly with the component audit teams where appropriate throughout the course of the audit, which included holding planning meetings, maintaining regular communications on the status of the audits, reviewing key working papers and taking responsibility for the scope and direction of the audit process.

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account an understanding of their activities, the accounting processes and controls, and the industry in which the Group operates. Our planned audit testing was directed accordingly and was focused on areas where we assessed there to be the highest risk of material misstatement.

During the audit we reassessed and re-evaluated audit risks and tailored our approach accordingly. The audit testing included substantive testing on significant transactions, balances and disclosures, the extent of which was based on various factors such as our overall assessment of the control environment, the effectiveness of controls and the management of specific risks.

We communicated with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant findings, including any significant deficiencies in internal control that we identified during the audit.

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 due to fraud or error) 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, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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daVictus plc Annual Report & Accounts

For year ended 31 December 2023

How the matter was addressed in our audit

Revenue recognition

The Group's revenue for the year is £300,000 (2022: £411,358).

Refer to note 2 Accounting policies (page 29) and note 4 Revenue (page 32).

Group's 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.

The procedures performed on the revenue include:

• We have performed walkthrough to obtain an understanding of the entity process for revenue recognition.
• We have verified the completeness of the revenue recognised for the year.
• We agreed the performance obligations identified by management for the franchisee contracts to ensure the adopted accounting policy was appropriate.
• 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.
• We performed cut-off procedures to ensure completeness of the revenue recognised in the year.
• We have reviewed the appropriateness of the financial statement disclosures.

We found that the revenue recognised in the year is appropriate.

Impairment assessment of trade receivables

The Group's trade receivable at year-end is £331,749 (2022: £175,525).

Refer to note 2 Accounting policies (page 30, 31 3) and note 9 Trade and other receivables (page 35).

We consider impairment assessment of trade receivable to be a key audit matter as it involved judgement on the recoverability of the amounts due from the customer. The Group's customers are in the restaurant industry in Malaysia and Thailand and is currently recovering from the impact of COVID- 19.

The procedures performed on impairment assessment of trade receivable include:

a. We have obtained list of debtors at year-end and ensured completeness.

b. For sample of invoices, we have tested the underlying supporting documents including franchisee agreements to confirm the accuracy of the receivables at year-end.

c. We have obtained the direct balance confirmations from debtors at year-end and noted no material differences.

d. We have reviewed the payment plans agreed by management with the customers to settle the outstanding balances. We have reviewed the post year-end payments to confirm that the customers are making payments as per the agreed terms of the payment plan.

e. We have enquired with management on the financial position of the customers and noted that the customer has sufficient cashflows to be able to make payments as per the payment plans.

f. We have reviewed the appropriateness of the disclosures in the financial statements.

We found that the impairment assessment performed by management is appropriate.

Our application of materiality

Our definition of materiality considers the value of error or omission on the financial statements that, individually or in aggregate, would change or influence of the economic decision of a reasonably

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daVictus plc Annual Report & Accounts

For year ended 31 December 2023

knowledgeable user of those financial statements. Misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of the identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. Materiality is used in planning the scope of our work, executing that work and evaluation the results.

Overall materiality

£4,500 (2022: £10,980)

Basis for determining overall materiality

We determined materiality based on 1.5% of the Group's revenue (2022: 2% of total assets).

We have considered the primary users of the financial statements to be shareholders, management and regulators.

We considered that Group's revenue is key benchmark to use in setting overall materiality as the users of the financial statements are primarily focussed on revenue in measuring Group's success and its ability to generate profits in the long term.

Performance materiality

£2,250 (2022: £8,235)

We set the performance materiality based on 50% (2022: 75%) of overall materiality.

Performance materiality is the application of materiality at the individual account or balance level, set at an amount to reduce, to an appropriately low level, the probability that the aggregate of the uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.

In determining performance materiality, we considered several factors including our understanding of the control environment of the Group.

Error reporting threshold

We agreed with the Board of Directors that we would report to them misstatements identified during our audit above £225 (2022: £549) and if in our opinion matters that merited reporting on qualitative grounds. We also reported to the Board any disclosure matters that we identified when assessing the overall presentation of the financial statements.

Other information

The other information comprises the information included the Strategic Report and Director's 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 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 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.

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daVictus plc Annual Report & Accounts

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Other matters on which we are required to report by exception

Under the Companies (Jersey) Law 1991, we are required to report to you if, in our opinion:

• proper accounting records have not been kept; or
• financial statements are not in agreement with the accounting records and; or
• we have not received all the information and explanations we require for audit.

We have nothing to report in this regard.

Responsibilities of Directors

As explained more fully in the Directors' responsibilities statement set out on page 14, 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 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 based on these financial statements.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

These audit procedures were designed to provide reasonable assurance that the financial statements were free from misstatements due to fraud or error. The risk of not detecting irregularities that result from fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.

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daVictus plc Annual Report & Accounts

For year ended 31 December 2023

Identifying and assessing potential risks arising from irregularities, including fraud

The extent to the procedures undertaken to identify and assess the risk of material misstatement in respect of irregularities, including fraud, included the following:

• We considered the nature of the industry and sector the control environment, business
• performance including remuneration policies and the Group's own risk assessment that irregularities might occur as a result of fraud or error. From our sector experience and through discussion with the Directors, we obtained an understanding of the legal and regulatory framework applicable to the Group focusing on laws and regulations that could reasonably be expected to have a direct material effect on the financial statements.

• We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur by evaluating management's incentives and opportunities for manipulation of the financial statements. This included utilising the spectrum of inherent risk and an evaluation of the risk of management override of controls. We determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce costs, creating fictitious transactions to hide losses or to improve financial performance, and management bias in accounting estimates particular to the valuation of the unquoted investments. 

Audit response to risks identified

In respect of the above procedures:

• we communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indication of fraud or non-compliance with laws and regulations throughout the audit. 

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.

Other requirements

We were appointed by the Directors on 30 January 2024. Our total uninterrupted period of engagement is one year covering the year ended 31 December 2023.

We did not provide any non-audit services which are prohibited by the FRC's Ethical Standard to the Group, and we remain independent of the Group in conducting our audit.

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daVictus plc Annual Report & Accounts

For year ended 31 December 2023

Our opinion is consistent with our report to the Audit Committee.

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 and the terms of engagement by the Company. 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 the further matters we are required to state to them in accordance with the terms agreed with the Company, 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.

Edmund Cartwright FCCA FMAAT (Senior Statutory Auditor)

for and on behalf of Johnsons

Chartered Accountants, Statutory Auditor

London,

United Kingdom

Date:

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daVictus plc

Annual Report & Accounts

For year ended 31 December 2023

Consolidated Statement of Comprehensive Income

for year ended 31 December 2023   

The notes to the financial statements form an integral part of these financial statements

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