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Registration number: 11342079

Zvilo Limited

Filleted Financial Statements

for the Year Ended 31 December 2023

 

Zvilo Limited

Contents

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3 to 11

 

Zvilo Limited

Company Information

Directors

Ronald Leslie Boddy

Shahem Nidal Samain

Admir Imami

Company secretary

Avery Law Cosec Ltd

Registered office

124 City Road
London
EC1V 2NX

Auditors

Carbon Accountancy Limited
Chartered Accountants
80-83 Long Lane
London
EC1A 9ET

 

Zvilo Limited

(Registration number: 11342079)
Balance Sheet as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Intangible assets

4

14,771

9,151

Tangible assets

5

3,740

5,084

Investments

6

283,568

283,567

Other financial assets

7

-

222,324

 

302,079

520,126

Current assets

 

Debtors

8

7,494

22,326

Other financial assets

7

2,630,801

-

Cash at bank and in hand

 

10,182

68,461

 

2,648,477

90,787

Creditors: Amounts falling due within one year

9

(36,642)

(40,724)

Net current assets

 

2,611,835

50,063

Total assets less current liabilities

 

2,913,914

570,189

Creditors: Amounts falling due after more than one year

9

(2,493,927)

(130,425)

Provisions for liabilities

(711)

(966)

Net assets

 

419,276

438,798

Capital and reserves

 

Called up share capital

10

9

9

Share premium reserve

1,119,582

1,058,265

Retained earnings

(700,315)

(619,476)

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 Board on 28 June 2024 and signed on its behalf by:
 

.........................................
Shahem Nidal Samain
Director

 

Zvilo Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
124 City Road
London
EC1V 2NX
United Kingdom

These financial statements were authorised for issue by the Board on 28 June 2024.

2

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

The Independent Auditor's Report was unqualified. . The name of the Senior Statutory Auditor who signed the audit report on 28 June 2024 was John Leyden FCA, who signed for and on behalf of Carbon Accountancy Limited.

.........................................

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

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

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
The company has chosen to adopt Section 11 and 12 of FRS 102 in respect of financial instruments.

(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.

 

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 1 (2022 - 3).

 

Zvilo Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

4

Intangible assets

Other intangible assets
 £

Total
£

Cost or valuation

At 1 January 2023

9,151

9,151

Additions internally developed

5,620

5,620

At 31 December 2023

14,771

14,771

Amortisation

Carrying amount

At 31 December 2023

14,771

14,771

At 31 December 2022

9,151

9,151

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.

5

Tangible assets

Office equipment
£

Total
£

Cost or valuation

At 1 January 2023

6,756

6,756

At 31 December 2023

6,756

6,756

Depreciation

At 1 January 2023

1,672

1,672

Charge for the year

1,344

1,344

At 31 December 2023

3,016

3,016

Carrying amount

At 31 December 2023

3,740

3,740

At 31 December 2022

5,084

5,084

 

Zvilo Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

6

Investments

2023
£

2022
£

Investments in subsidiaries

283,568

283,567

Subsidiaries

£

Cost or valuation

At 1 January 2023

283,567

Additions

1

At 31 December 2023

283,568

Carrying amount

At 31 December 2023

283,568

At 31 December 2022

283,567

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

2023

2022

Subsidiary undertakings

Zvilo Facor L.L.C.

Prishtina, Vicianum, Lgj Arberia, Llam. C27, Entrance 283, Floor 1/4, Kosovo

Ordinary shares

100%

100%

Zvilo NL B.V

Locatellikade 1, 1076AZ Amsterdam, Netherlands

Ordinary shares

100%

0%

Subsidiary undertakings

Zvilo Facor L.L.C.

The principal activity of Zvilo Facor L.L.C. is factoring services for business in Kosovo and operates under a factoring license issued by the Central Bank of the Republic of Kosovo.

Zvilo NL B.V

The principal activity of Zvilo NL B.V is financial holdings company. The company was incorporated on 22 December 2024.

 

Zvilo Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

7

Other financial assets (non-current)

2023
£

2022
£

Non-current financial assets

Financial assets at cost less impairment

-

222,324

2023
£

2022
£

Current financial assets

Financial assets at cost less impairment

2,630,801

-

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
 

8

Debtors

2023
£

2022
£

Trade debtors

5,331

-

Prepayments

1,778

618

Other debtors

385

21,708

7,494

22,326

9

Creditors

Creditors: amounts falling due within one year

2023
£

2022
£

Due within one year

Trade creditors

1,562

22,949

Taxation and social security

1,025

2,935

Accruals and deferred income

21,845

10,371

Other creditors

12,210

4,469

36,642

40,724

Creditors: amounts falling due after more than one year

2023
£

2022
£

Due after one year

Amounts owed to group undertakings

2,493,927

130,425

 

Zvilo Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

10

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary share of £0.000001 - each

9,381,480

9.38

9,318,266

9.32

Vn Share of £0.000001 - each

739,059

0.74

893,213

0.89

Deferred Share of £0.000001 - each

154,154

0.15

-

-

 

10,274,693

10.27

10,211,479

10.21

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.
 

11

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.

12

Parent and ultimate parent undertaking

The company's immediate parent is AIGA Lab Limited, incorporated in England and Wales. The registered address is 162 Merrow Street, London, England SE17 2NP.

 

 

Zvilo Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

13

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.