REGISTERED NUMBER: |
Report of the Directors and |
Financial Statements for the Period 12 July 2023 to 31 July 2024 |
for |
Vivazon Ltd |
REGISTERED NUMBER: |
Report of the Directors and |
Financial Statements for the Period 12 July 2023 to 31 July 2024 |
for |
Vivazon Ltd |
Vivazon Ltd (Registered number: 14999433) |
Contents of the Financial Statements |
for the Period 12 July 2023 to 31 July 2024 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Report of the Independent Auditors | 4 |
Income Statement | 8 |
Balance Sheet | 9 |
Notes to the Financial Statements | 10 |
Vivazon Ltd |
Company Information |
for the Period 12 July 2023 to 31 July 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
1st Floor, 18 Devonshire Row, |
London |
EC2M 4RH |
Vivazon Ltd (Registered number: 14999433) |
Report of the Directors |
for the Period 12 July 2023 to 31 July 2024 |
The directors present their report with the financial statements of the company for the period 12 July 2023 to 31 July 2024. |
INCORPORATION |
The company was incorporated on 12 July 2023 and commenced trading on the same date. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the period under audit was of wholesale of dairy products, sunflower oil and fats. |
EVENTS SINCE THE END OF THE PERIOD |
Information relating to events since the end of the period is given in the notes to the financial statements. |
DIRECTORS |
The directors who have held office during the period from 12 July 2023 to the date of this report are as follows: |
Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting. |
GOING CONCERN |
The company's profitability is much dependent on scale and the directors expect to make start making profit from the next year. During the year ended 31 July 2024, which was the first year of operation, the company made a loss of £368,013 and as of that date, the company's current liabilities exceeded its current assets by £367,013. The company started making profits in 2025 and during quarter ended 28 February 2025 it made a net profit of £73,590, which makes the directors confident in the business model. In March 2025 the company sighed long term contracts with its suppliers to hedge price volatility and enable healthy profit margins on future sales.The accumulated losses for the first year of operations created a material uncertainty regarding the ability of the company to meet its obligations as they fall due. The shareholders have committed to provide financial support to the company if and when required in the next 12 months after the approval of these financial statements. |
The above makes the directors confident that the company will continue in operational existence for the foreseeable future. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors 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 of 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 judgements 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. |
Vivazon Ltd (Registered number: 14999433) |
Report of the Directors |
for the Period 12 July 2023 to 31 July 2024 |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
AUDITORS |
The auditors, Zenith Audit Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Vivazon Ltd |
Opinion |
We have audited the financial statements of Vivazon Ltd (the 'company') for the period ended 31 July 2024 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, 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 Financial Reporting Standard 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 31 July 2024 and of its loss for the period then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | 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 Auditors' 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. |
Material Uncertainty related to Going Concern |
We draw attention to note 2 in the financial statements, which indicates that the company made a loss of £368,013 during the period ended 31 July 2024 and as of that date, the company's current liabilities exceeded its current assets by £367,013. As stated in note 2 these events and conditions indicate that a material uncertainty exists that may cast a significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. 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 responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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. |
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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Vivazon Ltd |
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 Report of the Directors. |
We have nothing to report in respect of the following matters where 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; or |
- | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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. |
Report of the Independent Auditors to the Members of |
Vivazon Ltd |
Auditors' 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 a Report of the Auditors 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: |
We performed risk assessment procedures and obtained an understanding of the Company and its environment, the applicable financial reporting framework, the applicable laws and regulations, the Company's system of internal control and the fraud risk factors relevant to the Company that affect the susceptibility of assertions to material misstatement due to fraud. We made enquires with management regarding actual or suspected fraud, non-compliance with laws and regulations, potential litigation and claims. The engagement partner led a discussion among the audit team with particular emphasis on how and where the Company's financial statements may be susceptible to material misstatement due to fraud, including how fraud might occur. The engagement partner assessed that the engagement team collectively had the appropriate competence and capability to identify or recognize non-compliance with laws and regulations. |
We considered compliance with UK Companies Act 2006 and the applicable tax legislation as the key laws and regulations which non-compliance could directly lead to material misstatement due to fraud at the financial statement level. We evaluated whether the selection and application of accounting policies by the Company may be indicative of fraudulent financial reporting. Our audit procedures responsive to assessed risks of material misstatement due to fraud at the assertion level included but were not limited to: |
-Testing the appropriateness of manual journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements; |
- Making inquiries of individuals involved in the financial reporting process about inappropriate or unusual activity relating to the processing of journal entries; |
- Selecting and testing journal entries and other adjustments made at the end of a reporting period and throughout the period; |
- Reviewing accounting estimates for biases that could represent a risk of material misstatement due to fraud. |
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements due to irregularities, including fraud, may not be detected, even though we have properly planned and performed our audit in accordance with the auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as they may involve collusion, forgery, intentional omissions or override of internal controls. |
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 Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Vivazon Ltd |
Use of our report |
This report is made solely to the company's members, 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 members those matters we are required to state to them in a Report of the Auditors 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. |
for and on behalf of |
Statutory Auditors |
1st Floor, 18 Devonshire Row, |
London |
EC2M 4RH |
Vivazon Ltd (Registered number: 14999433) |
Income Statement |
for the Period 12 July 2023 to 31 July 2024 |
Notes | £ |
TURNOVER |
Cost of sales |
GROSS LOSS | ( |
) |
Administrative expenses |
(386,962 | ) |
Other operating income |
OPERATING LOSS | 5 | ( |
) |
Interest receivable and similar income |
(365,406 | ) |
Interest payable and similar expenses |
LOSS BEFORE TAXATION | ( |
) |
Tax on loss |
LOSS FOR THE FINANCIAL PERIOD | ( |
) |
Vivazon Ltd (Registered number: 14999433) |
Balance Sheet |
31 July 2024 |
Notes | £ | £ |
FIXED ASSETS |
Tangible assets | 6 |
CURRENT ASSETS |
Stocks |
Debtors | 7 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 8 |
NET CURRENT LIABILITIES | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
CAPITAL AND RESERVES |
Called up share capital | 9 |
Retained earnings | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) |
The financial statements were approved by the Board of Directors and authorised for issue on |
Vivazon Ltd (Registered number: 14999433) |
Notes to the Financial Statements |
for the Period 12 July 2023 to 31 July 2024 |
1. | STATUTORY INFORMATION |
Vivazon Ltd is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements have been prepared in Pounds Sterling which is the functional currency of the company. |
Foreign currencies |
Monetary assets and liabilities denominated in foreign currencies are translated into Pounds Sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account. |
Going concern |
The financial statements have been prepared on a going concern basis. |
The company's profitability is much dependent on scale and the directors expect to make start making profit from the next year. During the year ended 31 July 2024, which was the first year of operation, the company made a loss of £368,013 and as of that date, the company's current liabilities exceeded its current assets by £367,013. The company started making profits in 2025 and during quarter ended 28 February 2025 it made a net profit of £73,590, which makes the directors confident in the business model. In March 2025 the company sighed long term contracts with its suppliers to hedge price volatility and enable healthy profit margins on future sales.The accumulated losses for the first year of operations created a material uncertainty regarding the ability of the company to meet its obligations as they fall due. The shareholders have committed to provide financial support to the company if and when required in the next 12 months after the approval of these financial statements. |
The above makes the directors confident that the company will continue in operational existence for the foreseeable future. |
Cash at bank and in hand |
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. |
Debtors |
Debtors, are initially measured at transaction price including transaction costs and are subsequently reviewed for impairment with a provision made where there is objective evidence that, as a result of one or more events that occurred after the initial recognition. |
Financial assets classified as receivable within one year are not amortised. |
Creditors |
Creditors, bank loans, loans from third parties are initially recognised at transaction price. |
Financial liabilities classified as payable within one year are not amortised. |
Employee benefits |
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets. |
Retirement benefits |
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. |
Vivazon Ltd (Registered number: 14999433) |
Notes to the Financial Statements - continued |
for the Period 12 July 2023 to 31 July 2024 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Tangible fixed assets |
Tangible fixed assets are stated at cost less accumulated depreciation and any impairment losses. |
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases: |
Fixtures, fittings & equipment 33% straight line. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. The difference between purchase price or production cost of stocks and their replacement cost is not |
material. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
In the application of the company’s accounting policies, the directors are required to make judgements, |
estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
Inventory is regularly tested for impairment when selling price less costs to complete and sell is lower than carrying value an impairment losses is recognised in profit or loss. |
The directors consider the recoverability of trade and other debtors and inventory impairment to be the critical accounting judgement. The directors assess the recoverability of debtors at each year end and record provisions for bad debts as required. |
Vivazon Ltd (Registered number: 14999433) |
Notes to the Financial Statements - continued |
for the Period 12 July 2023 to 31 July 2024 |
4. | EMPLOYEES AND DIRECTORS |
The average number of employees during the period was |
Wages include gross salary paid to one of the directors during the year of £10,416 |
5. | OPERATING LOSS |
The operating loss is stated after charging/(crediting): |
£ |
Rent |
Depreciation - owned assets |
Foreign exchange differences | ( |
) |
Auditor's remuneration |
6. | TANGIBLE FIXED ASSETS |
Plant and |
machinery |
etc |
£ |
COST |
Additions |
At 31 July 2024 |
DEPRECIATION |
Charge for period |
At 31 July 2024 |
NET BOOK VALUE |
At 31 July 2024 |
7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
£ |
Trade debtors |
Other debtors |
Other debtors above include: |
£ |
VAT receivable | 11,496 |
Loans provided to companies connected with directors | 54,542 |
Loans provided to directors | 82,930 |
Unpaid Share Capital | 1,000 |
Rent Deposit | 1,202 |
Total: | 151,171 |
The loans to directors and companies connected with directors were provided on commercial terms, bearing interest of 5%. The total interest accrued on these loans during the period is £3,591. The loans were fully repaid together with interest accrued at the date of this report. |
Vivazon Ltd (Registered number: 14999433) |
Notes to the Financial Statements - continued |
for the Period 12 July 2023 to 31 July 2024 |
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
£ |
Trade creditors |
Other creditors |
Other creditors above include: |
£ |
Accruals | 6,000 |
Loan provided by the shareholder | 100,000 |
Loans provided by third parties | 449,053 |
Other payables | 2,815 |
Total: | 557,868 |
The loans above, including shareholder's loan bear interest of up to 2% and are repayable in June 2025. However, the directors expect the loan repayment deadline to be extended on the same terms. |
9. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal |
value: | £ |
ordinary shares | GBP 1 | 1,000 |
10. | RELATED PARTY DISCLOSURES |
Mr Dmytro Vivenko |
shareholder |
During the year the company received a loan from the shareholder of £100,000 bearing interest of 2% p.a. Total interest accrued on this loan is £1,767. |
11. | AUDITOR LIABILITY LIMITATION AGREEMENT |
An auditors' limitation of liability agreement has been approved by the members for the financial period ended 31 July 2024. The principal terms and conditions are as below: |
- The agreement limits the amount of any liability owed to the company by the auditors in respect of any negligence default, breach of duty or breach of trust, occurring in the course of audit of the company's accounts and pursuant to this agreement the auditor may be guilty in relation to the company. |
- The agreement also stipulates the maximum aggregated amount payable in event of any of the circumstances stated above. |
12. | POST BALANCE SHEET EVENTS |
Loans, provided by the company to directors were fully repaid at the date of this report. |
13. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is |