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COMPANY REGISTRATION NUMBER: 07371354
Vision33 Holdings Limited
Financial Statements
31 December 2023
Vision33 Holdings Limited
Financial Statements
Year ended 31st December 2023
Contents
Page
Strategic report
1
Directors' report
2
Independent auditor's report to the member
4
Statement of income and retained earnings
8
Statement of financial position
9
Statement of cash flows
10
Notes to the financial statements
11
Vision33 Holdings Limited
Strategic Report
Year ended 31st December 2023
The directors present their strategic report on the company for the year ended 31 December 2023
Review of the business
The principal activity of the business for the year was to hold investments, primarily in the operating company, Vision33 Limited. Vision33 Limited provides providing Enterprise Resource Planning system software solutions for both public and private organisations.
Results
The company made a pre-tax profit of £89,708 (2022: £nil) for the year from a turnover of £nil (2022: £nil). At 31 December 2023 the company had net assets of £106,972 (2022: £17,264).
Principal risks and uncertainties
The principal risks and uncertainties facing the company are directly proportional to the risks and uncertainties facing its primary holding, Vision33 Limited. These relate primarily to uncertainties in the general economic climate in the UK. Rising interest rates and inflation have, in the short term, reduced the appetite for investment in large information technology infrastructure projects. In addition, the information technology industry can undergo rapid and hard to predict change - which creates both challenges and opportunities. No additional investments are currently under consideration, and any dividend or investment income received in the foreseeable future will be allocated towards paying off debt incurred in financing its long-term investments.
This report was approved by the board of directors on 3rd September 2024 and signed on behalf of the board by:
Mr A. Whalen
Director
Registered office:
Alex House
260/8 Chapel Street
Salford
Manchester
M3 5FZ
Vision33 Holdings Limited
Directors' Report
Year ended 31st December 2023
The directors present their report and the financial statements of the company for the year ended 31 December 2023 .
Directors
The directors who served the company during the year were as follows:
Mr N. Feingold
Mr A. Rooney
Mr A. Whalen
Mrs P. Hollett
Dividends
The directors do not recommend the payment of a dividend.
Disclosure of information in the strategic report
In accordance with section 414C(11) of the Companies Act 2006(Strategic Report and Directors' Report)Regulations 2013 the company's strategic report is shown separately on page 1 of the financial statements.
Directors' responsibilities statement
The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This report was approved by the board of directors on 3 September 2024 and signed on behalf of the board by:
Mr A. Whalen
Director
Registered office:
Alex House
260/8 Chapel Street
Salford
Manchester
M3 5FZ
Vision33 Holdings Limited
Independent Auditor's Report to the Member of Vision33 Holdings Limited
Year ended 31st December 2023
Opinion
We have audited the financial statements of Vision33 Holdings Limited (the 'company') for the year ended 31st December 2023 which comprise the statement of income and retained earnings, statement of financial position, statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the company's affairs as at 31st December 2023 and of its profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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.
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 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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: The extent to which the audit was considered capable of detecting irregularities, including fraud Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit. In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit. However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team: - obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework; - inquired of management and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud; - discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud. As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102 and the Companies Act 2006. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures. The audit engagement team identified the risk of management override of controls and revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business and testing a sample of revenue transactions recorded in the year to determine whether revenue had been recorded correctly. 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. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report
This report is made solely to the company's member, as a body, in accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's member 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 member as a body, for our audit work, for this report, or for the opinions we have formed.
Fraser Wolff FCCA
(Senior Statutory Auditor)
For and on behalf of
Edwards Veeder LLP
Chartered accountants & statutory auditor
Alex House
260-268 Chapel Street
Salford
M3 5JZ
3 September 2024
Vision33 Holdings Limited
Statement of Income and Retained Earnings
Year ended 31st December 2023
2023
2022
Note
£
£
Administrative expenses
5,000
5,000
Other operating income
4
5,000
5,000
Income from shares in group undertakings
6
89,708
--------
-------
Profit before taxation
89,708
Tax on profit
--------
----
Profit for the financial year and total comprehensive income
89,708
--------
----
Retained earnings at the start of the year
--------
----
Retained earnings at the end of the year
89,708
--------
----
All the activities of the company are from continuing operations.
Vision33 Holdings Limited
Statement of Financial Position
31 December 2023
2023
2022
Note
£
£
£
£
Fixed assets
Investments
7
2,135,545
2,135,545
Creditors: amounts falling due within one year
8
2,028,573
2,118,281
------------
------------
Net current liabilities
2,028,573
2,118,281
------------
------------
Total assets less current liabilities
106,972
17,264
---------
--------
Net assets
106,972
17,264
---------
--------
Capital and reserves
Called up share capital
9
6,211
6,211
Share premium account
10
11,053
11,053
Profit and loss account
10
89,708
---------
--------
Shareholder funds
106,972
17,264
---------
--------
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.
These financial statements were approved by the board of directors and authorised for issue on 3 September 2024 , and are signed on behalf of the board by:
Mr A. Whalen
Director
Company registration number: 07371354
Vision33 Holdings Limited
Statement of Cash Flows
Year ended 31st December 2023
2023
2022
£
£
Cash flows from operating activities
Profit for the financial year
89,708
Adjustments for:
Income from shares in group undertakings
( 89,708)
Accrued expenses
5,000
Changes in:
Trade and other creditors
( 1,000,000)
1,000,000
------------
------------
Cash generated from operations
( 1,000,000)
1,005,000
------------
------------
Net cash (used in)/from operating activities
( 1,000,000)
1,005,000
------------
------------
Cash flows from investing activities
Acquisition of subsidiaries
( 2,060,265)
Dividends received
89,708
------------
------------
Net cash from/(used in) investing activities
89,708
( 2,060,265)
------------
------------
Cash flows from financing activities
Proceeds from loans from group undertakings
910,292
1,055,265
------------
------------
Net cash from financing activities
910,292
1,055,265
------------
------------
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
----
----
Cash and cash equivalents at end of year
----
----
Vision33 Holdings Limited
Notes to the Financial Statements
Year ended 31st December 2023
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Alex House, 260/8 Chapel Street, Salford, Manchester, M3 5FZ.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.
4. Other operating income
2023
2022
£
£
Management charges receivable
5,000
5,000
-------
-------
5. Auditor's remuneration
2023
2022
£
£
Fees payable for the audit of the financial statements
5,000
5,000
-------
-------
6. Income from shares in group undertakings
2023
2022
£
£
Income from group undertakings
89,708
--------
----
7. Investments
Shares in group undertakings
£
Cost
At 1st January 2023 and 31st December 2023
2,135,545
------------
Impairment
At 1st January 2023 and 31st December 2023
------------
Carrying amount
At 31st December 2023
2,135,545
------------
At 31st December 2022
2,135,545
------------
Subsidiaries, associates and other investments
Class of share
Percentage of shares held
Subsidiary undertakings
Vision 33 Limited
Ordinary
100
Orchard House Holdings Limited
Ordinary
100
Orchard House Solutions Limited
Ordinary
100
Orchard House People Limited
Ordinary
100
Each subsidiary undertaking is registered at 260-268 Chapel Street, Salford, M3 5JZ.
8. Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
2,023,573
1,113,281
Accruals and deferred income
5,000
5,000
Other creditors
1,000,000
------------
------------
2,028,573
2,118,281
------------
------------
The other creditors balance of £1,000,000 is guaranteed by the company's parent company, GZI management Inc. The amount was settled in full in June 2023.
9. Called up share capital
Issued, called up and fully paid
2023
2022
No.
£
No.
£
A Ordinary shares of £ 0.0033 each
827,900
2,732
827,900
2,732
B Ordinary shares of £ 0.0033 each
672,100
2,218
672,100
2,218
D Ordinary shares of £ 0.0033 each
37,895
125
37,895
125
GA shares of £ 0.0033 each
5,464
18
5,464
18
GB shares of £ 0.0033 each
100,798
333
100,798
333
A shares of £0.0033 each
238,111
786
238,111
786
------------
-------
------------
-------
1,882,268
6,211
1,882,268
6,211
------------
-------
------------
-------
10. Reserves
Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs.
11. Analysis of changes in net debt
At 1 Jan 2023
Cash flows
At 31 Dec 2023
£
£
£
Debt due within one year
(1,113,281)
(910,292)
(2,023,573)
------------
---------
------------
Vision33 Holdings Limited
Notes to the Financial Statements (continued)
Year ended 31st December 2023
12. Related party transactions
During the year the company entered into the following transactions with related parties:
Transaction value
Balance owed by/(owed to)
2023
2022
2023
2022
£
£
£
£
Vision33 Limited
( 5,000)
( 5,000)
2,023,573
1,113,281
-------
-------
------------
------------
No interest has been charged to the company in respect of the above balance which is repayable on demand and is classified under creditors falling due within one year. The company was under the control of Mr A. Whalen throughout the current and previous years.
13. Controlling party
The company is owned by GZI Management Inc, a company incorporated in Canada. It's ultimate parent company is Whalen Management company Inc., a company incorporated in Canada. The registered office for both is 210 Water Street, St. John's, NL, A1C 1A9, Canada.