Registration number:
Zvilo Limited
for the Year Ended 31 December 2023
Zvilo Limited
Contents
Company Information |
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Balance Sheet |
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Notes to the Financial Statements |
Zvilo Limited
Company Information
Directors |
Ronald Leslie Boddy Shahem Nidal Samain Admir Imami |
Company secretary |
Avery Law Cosec Ltd |
Registered office |
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Auditors |
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Zvilo Limited
(Registration number: 11342079)
Balance Sheet as at 31 December 2023
Note |
2023 |
2022 |
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Fixed assets |
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Intangible assets |
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Tangible assets |
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Investments |
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Other financial assets |
- |
222,324 |
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Current assets |
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Debtors |
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Other financial assets |
2,630,801 |
- |
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Cash at bank and in hand |
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|
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Provisions for liabilities |
( |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
9 |
9 |
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Share premium reserve |
1,119,582 |
1,058,265 |
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Retained earnings |
(700,315) |
(619,476) |
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Shareholders' funds |
419,276 |
438,798 |
These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.
Approved and authorised by the
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Zvilo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
United Kingdom
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Going concern
The financial statements have been prepared on a going concern basis. The company’s finance facility expires on 22 September 2024 and the directors are at an advanced stage of discussions with the provider of the facility for its renewal. A term sheet has been signed for the renewal and upsize of the facility with the current funder, and therefore the directors are confident these discussions will be successful. However, in the unlikely event that the facility is not renewed, the company will seek facilities from alternative fund providers. The company has already secured another facility with one such alternative funder, albeit denominated in USD. It also has a pipeline of other potential funders in progress.
Zvilo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Audit report
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Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Zvilo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Office equipment |
25% straight line |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life. No amortisation have been provided for internally developed software which remained under development stage at year end. The director believe that the project will be completed in September 2024, from when the future econimic benefits attributable to the assets will start to flow to the entity.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Zvilo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Share based payments
The company operates growth shares scheme under the employee share option scheme. Growth shares are non- voting shares initially recognized at their nominal cost on the date of issuance. The growth shares are attached to vesting criteria and only 'vest' once criteria are met, otherwise it can be forfeited. The shares are assigned a 'hurdle rate' and the recipient of the growth shares only participate in value over and above the hurdle rate. At the year end 151,332 of the growth shares has been vested.
Financial instruments
Classification
(i)Financial assets: Basic financial assets (including trade and other receivable, cash and bank balances) are initially recognised at transaction price, unless the arrangement constitutes a financing transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. The impairment loss is recognized in the Statement of Comprehensive income.
(ii)Financial liabilities: Basic financial liabilities (including trade and other payable, bank loans, loan from subsidiary) are initially recognized at transaction price, unless the arrangement constitutes a financing transaction where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
(iii) Other financial assets: Class B Notes held by the Company (assets) meets the definition of other financial instruments included in FRS 102 section 11.6 are within the scope of section 12. These are initially recognised at fair value, which is normally the transaction price (adjusted for transaction costs except in the initial measurement of financial assets and liabilities that are subsequently measured at fair value through profit or loss). Subsequently, the other financial assets and liabilities are measured at cost amount less impairment until a reliable measure of fair value becomes available.
Staff numbers |
The average number of persons employed by the company (including directors) during the year, was
Zvilo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Intangible assets |
Other intangible assets |
Total |
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Cost or valuation |
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At 1 January 2023 |
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Additions internally developed |
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At 31 December 2023 |
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Amortisation |
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Carrying amount |
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At 31 December 2023 |
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At 31 December 2022 |
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Intangible assets includes internally developed software which remained under development phase at the year-end. No amortisation have been provided for internally developed software which remained under development stage at year end. The director believe that the project will be completed in September 2024, from when the future economic benefits attributable to the assets will start to flow to the entity.
Tangible assets |
Office equipment |
Total |
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Cost or valuation |
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At 1 January 2023 |
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At 31 December 2023 |
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Depreciation |
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At 1 January 2023 |
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Charge for the year |
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At 31 December 2023 |
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Carrying amount |
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At 31 December 2023 |
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At 31 December 2022 |
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Zvilo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Investments |
2023 |
2022 |
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Investments in subsidiaries |
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Subsidiaries |
£ |
Cost or valuation |
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At 1 January 2023 |
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Additions |
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At 31 December 2023 |
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Carrying amount |
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At 31 December 2023 |
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At 31 December 2022 |
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Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
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2023 |
2022 |
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Subsidiary undertakings |
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Prishtina, Vicianum, Lgj Arberia, Llam. C27, Entrance 283, Floor 1/4, Kosovo |
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Locatellikade 1, 1076AZ Amsterdam, Netherlands |
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Subsidiary undertakings |
Zvilo Facor L.L.C. The principal activity of Zvilo Facor L.L.C. is |
Zvilo NL B.V The principal activity of Zvilo NL B.V is |
Zvilo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Other financial assets (non-current) |
2023 |
2022 |
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Non-current financial assets |
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Financial assets at cost less impairment |
- |
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2023 |
2022 |
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Current financial assets |
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Financial assets at cost less impairment |
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- |
Other financial assets include investment in Class B Notes issued by Fasanara Securitisation S.A. which have 0% interest rate. This investment is funded by Zvilo Factor L.L.C and is directly related to factoring activities in Kosovo which unlocks capital from the Fasanara Securitisation S.A.
During the year £2,408,477 of loan notes B were purchased and reclassed as current assets. The notes will mature on 22 September 2024
Debtors |
2023 |
2022 |
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Trade debtors |
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- |
Prepayments |
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Other debtors |
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Creditors |
Creditors: amounts falling due within one year
2023 |
2022 |
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Due within one year |
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Trade creditors |
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Taxation and social security |
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Accruals and deferred income |
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Other creditors |
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Creditors: amounts falling due after more than one year
2023 |
2022 |
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Due after one year |
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Amounts owed to group undertakings |
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Zvilo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
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No. |
£ |
No. |
£ |
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9.38 |
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9.32 |
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0.74 |
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0.89 |
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0.15 |
- |
- |
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During the year company issued 63,214 Ordinary shares with nominal value of £0.000001 each, at a price of £0.97 per share. £61,318 has been recognised in share premium.
On 21 September 2023, the company re-assign 154,154 Vn shares of £0.000001 each to 154,154 Deferred share.
On 22 September 2022, the Company issued a warrant as part of financing arrangement to Fasanara Capital Limited. The warrant instrument allows them to acquire 12.5% of shares at capped valuation of £10m. This warrant expires on 22 September 2024.
Related party transactions |
Other transactions with directors |
Included in the consultancy fee is £3,000 charged by the director (2022: Nil)
Summary of transactions with subsidiaries
At the balance sheet date, the amount owed to Zvilo Factor LLC was £2,493,927 (2022: £130,425). The loan is interest free and provided to purchase class B Notes from Fasanara to unlock funds for them, as Zvilo Limited being originator and guarantor and Zvilo Factor LLC as servicer on the debt facility agreement signed on 22 September 2022. The loan is not expected to be paid in the foreseeable future until the Class B Note are redeemed.
Parent and ultimate parent undertaking |
The company's immediate parent is
Zvilo Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Off-balance sheet arrangements |
Guarantees
The company has entered into debt facility arranagment with Fasanra Securitisation S.A. acting for and behalf of its special purpose vehicle, Compartment AY. The parties of this agreement are Zvilo Limited as originator and guarantor for it's subsidiary Zvilo Factor LLC which acts as servicer.
These guarantees are provided to secure performance obligation required by the contract in the event subsidiary fails to perform it's obligation as servicers and then Zvilo Limited will act as servicer.
As of the balance sheet date, there are no issues regarding the performance of its obligations.