REGISTERED NUMBER: 13867095 (England and Wales)

Report of the Directors and

Financial Statements

for the Period

1 January 2024 to 29 December 2024

for

Vivera UK Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

5

Profit and Loss Account

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

S Colthorpe

Vivera Topholding B.V.

REGISTERED OFFICE:

Seton House

Warwick Technology Park

Gallows Hill

Warwick

Warwickshire

CV34 6DA

REGISTERED NUMBER:

13867095 (England and Wales)

SENIOR STATUTORY AUDITOR:

Phillipa Symington ACA CA(SA)

AUDITORS:

Clive Owen LLP

Chartered Accountants

& Statutory Auditors

Oak Tree House, Harwood Road

Northminster Business Park

Upper Poppleton

York

YO26 6QU

The directors present their report with the financial statements of the company for the period 1 January 2024 to 29 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the supply of innovative plant-based meat alternatives.

REVIEW OF BUSINESS

2024 remained a difficult year for Vivera UK Limited with facing continuous challenges throughout the year due to volatile markets and a recently established business in the United Kingdom. Nonetheless, Vivera continued to grow in the current year and expanding, with this set to continue into the following year. Early in 2025 Vivera UK has obtained The Vegetarian Butcher in its continuous plan for growth and expansion.

DIVIDENDS

No dividends will be distributed for the period ended 29 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

S Colthorpe

Vivera Topholding B.V.

During the year the director, Vivera Topholding B.V. had an interest bearing loan of 3% with Vivera UK Limited. Refer to note 13 in the accounts for further details.

POST BALANCE SHEET EVENTS

Information relating to events since the end of the period is given in the notes to the financial statements. Refer to note 19 in the accounts for details relating to these events.

RISK CONSIDERATIONS

Market risk and price risk

Market risk consists of the risk that a downturn in overall market conditions affects either the turnover or profitability of a company operating in that industry e.g. fluctuation in volume sold. Furthermore, the price risk relates to variances in market prices for products which can affect profitability of a company. Vivera UK Limited is subject to the market risk as a downturn in the overall market conditions will affect the customers of Vivera UK Limited. and therefore the sales volume of Vivera UK Limited.

Vivera UK Limited does not have control over the product portfolio. Vivera NL can mitigate the market risk by diversifying the product portfolio. Furthermore, Vivera UK Limited is subject to a price risk as the market for plant-based food product is competitive with significant price pressure from competitors. Vivera UK Limited does not have control over the price risk. Vivera NL can mitigate the price risk by first being aware of the pricing on the materials used for the plant-based food products, and amending the price guidelines for Vivera UK, ensuring that Vivera UK Limited can make a sufficient margin.

Based on the above, Vivera UK Limited’s exposure to the market and price risk is considered to be limited. Vivera UK Limited has the financial capacity to bear the limited market and price risk. Vivera NL is ultimately exposed to the market and price risk, and perform the control over risk function for these risks. Vivera NL has the financial capacity to bear the market and price risk.

Product liability risk

The product liability risk relates to legal responsibility of the Vivera for manufacturing or selling dangerous or defective products that cause damage or injury to customers and result in claims or damage to reputation of the Vivera.

The product liability risk can be considered to be significant as the plant-based food products are used in a variety of forms and customers rely on the quality of the products. Vivera NL manages and controls the product liability risk by implementing thorough quality control processes. Vivera NL has the financial capacity to assume the product liability risk in the event that it materializes. Vivera UK Limited does not employ any personnel able to manage and control the product liability risk. Furthermore, based on the intercompany agreement between Vivera UK and Vivera NL, Vivera NL has the obligation to refund Vivera UK for any products returned by the third-party customers to Vivera UK.

Credit risk

Credit risk is associated with a customer's inability or unwillingness to pay for a product or service under the contractual terms. In principle, the credit risk is incurred by Vivera UK Limited in relation to the United Kingdom market since they invoice in their own name and maintain the client relationships. Vivera UK Limited may request Vivera NL to credit Vivera UK Limited’s related accounts receivable in the amount of such outstanding debt. As such, the credit risk can be considered to be low for Vivera UK Limited.

Liquidity risk

Liquidity risk refers to the potential difficulty an entity may face in meeting its short-term financial obligations due to an inability to convert assets into cash without incurring a substantial loss. This risk is inherent in both financial institutions and corporations, significantly impacting their operational and financial stability.

In principle Vivera UK is subject to a liquidity risk. Based on the intercompany agreement between Vivera UK and Vivera NL, Vivera UK only needs to pay Vivera NL for the provided products within 30 days after Vivera UK received the proceeds of its sale made to the third-party customer.

Inventory risk

Inventory risk is the risk that the inventory held by an enterprise will become lost, damaged, obsolete, or diminish in value before it can be sold.

The inventory risk will be transferred to Vivera UK Limited prior to the shipment at any address as provided by Vivera UK Limited and will be invoiced for transport directly by the carrier. The title and the risk of loss and damage to the inventory will therefore pass to Vivera UK Limited prior to the delivery to the customers at the destination set forth in the purchase order. Therefore, the inventory risk for Vivera UK is considered to be limited.

All costs regarding the transfer of the inventory are at the expense of Vivera UK Limited, however the return of non-conforming products will be reimbursed to Vivera UK Limited by Vivera NL. This includes the shipping charges for these products.

Foreign exchange risk

Exchange rate risk relates to the potential variability of profits or losses that can arise because of changes in foreign exchange rates. Changes in exchange rates can cause foreign exchange profits or losses where products are purchased or manufactured in one currency and then sold in another currency. Such risks arise when doing business in any market that is affected by international trade and can arise even if a company does not conduct actual transactions in a foreign currency.

Given that Vivera UK Limited purchases the products from Vivera NL in GBP and performs sales activities to third parties in GBP on the UK market, Vivera NL will be exposed to a foreign exchange risk.

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.

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, Clive Owen LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

S Colthorpe - Director

25 April 2025

Opinion

We have audited the financial statements of Vivera UK Limited (the 'company') for the period ended 29 December 2024 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity 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 101 'Reduced Disclosure Framework' (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 29 December 2024 and of its profit 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.

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 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.

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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, to detect material misstatements in respect of irregularities, including fraud. Our audit must be alert to the risk of manipulation of the financial statements and seek to understand the incentives and opportunities for management to achieve this.

We undertake the following procedures to identify and respond to these risks of non-compliance:

-

Understanding the key legal and regulatory frameworks that are applicable to the Company. We communicated identified laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit. We determined the most significant of these to be financial reporting legislation, taxation legislation, health & safety, and employment law.

-

Enquiry of directors and management as to policies and procedures to ensure compliance and any known instances of non-compliance.

-

Review of board minutes and correspondence with regulators.

-

Enquiry of directors and management as to areas of the financial statements susceptible to fraud and how these risks are managed.

-

Challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. These key areas of uncertainty are disclosed in the accounting policies.

-

Identifying and testing unusual journal entries, with a particular focus on manual journal entries.

Through these procedures, we did not become aware of actual or suspected non-compliance.

We planned and performed our audit in accordance with auditing standards but owing to the inherent limitations of procedures required in these areas, there is an unavoidable risk that we may not have detected a material misstatement in the accounts. 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. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve concealment, collusion, forgery, misrepresentations, or override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

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.

Phillipa Symington ACA CA(SA) (Senior Statutory Auditor)

for and on behalf of Clive Owen LLP

Chartered Accountants

& Statutory Auditors

Oak Tree House, Harwood Road

Northminster Business Park

Upper Poppleton

York

YO26 6QU

25 April 2025

TURNOVER

4

7,362,569

7,301,821

Cost of sales

(5,940,950

)

(5,370,368

)

GROSS PROFIT

1,421,619

1,931,453

Distribution costs

(582,981

)

(1,055,834

)

Administrative expenses

(789,388

)

(556,050

)

49,250

319,569

Other operating income

19,726

-

OPERATING PROFIT

68,976

319,569

Interest payable and similar expenses

6

(102,273

)

(80,312

)

(LOSS)/PROFIT BEFORE TAXATION

7

(33,297

)

239,257

Tax on (loss)/profit

9

98,739

(141,887

)

PROFIT FOR THE FINANCIAL PERIOD

65,442

97,370

PROFIT FOR THE PERIOD

65,442

97,370

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

65,442

97,370

FIXED ASSETS

Intangible assets

10

129,874

66,132

CURRENT ASSETS

Stocks

11

233,883

97,862

Debtors

12

2,165,121

2,299,939

Cash at bank

327,211

227,580

2,726,215

2,625,381

CREDITORS

Amounts falling due within one year

13

(3,745,224

)

(3,646,090

)

NET CURRENT LIABILITIES

(1,019,009

)

(1,020,709

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(889,135

)

(954,577

)

CAPITAL AND RESERVES

Called up share capital

15

1

1

Retained earnings

16

(889,136

)

(954,578

)

SHAREHOLDERS' FUNDS

(889,135

)

(954,577

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 25 April 2025 and were signed on its behalf by:

S Colthorpe - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 February 2023

1

(1,051,948

)

(1,051,947

)

Changes in equity

Total comprehensive income

-

97,370

97,370

Balance at 31 December 2023

1

(954,578

)

(954,577

)

Changes in equity

Total comprehensive income

-

65,442

65,442

Balance at 29 December 2024

1

(889,136

)

(889,135

)

1.	STATUTORY INFORMATION

Vivera UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

There were no material departures from that standard.

The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts.

The financial year of the company runs to the weekend nearest to the accounting year end date of 31 December; being 29 December.

Statement of compliance

These financial statements have been prepared in accordance with UK-adopted international accounting standards (UK-adopted IAS) and those parts of the Companies Act 2006 that are applicable.

Basis of accounting and general information

The financial statements are presented in Sterling, which is the functional currency of the company.

Going concern

The directors assess whether the use of going concern is appropriate i.e. whether there are any material uncertainties related to events or conditions that may cast significant doubt on the ability of the company to continue as a going concern. The directors make this assessment in respect of a period of at least one year from the date the financial statements are approved.

After making appropriate enquiries and having prepared and reviewed cash flow forecasts which take into account possible changes in trading performance, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and for at least one period from the date of these financial statements. The forecasts are dependent on the future support of Vivera Topholding BV in both not seeking repayment of amounts currently due to the shareholder, as well as providing additional financial support during the period. Vivera Topholding BV has indicated its intention to continue to provide this support, as included in the forecasts.

As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue indefinitely, however, at date of approval of these accounts, they have no reason to believe that it will not do so.

Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on the going concern basis.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment; and

-

paragraph 118(e) of IAS 38 Intangible Assets;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

Turnover

Revenue is derived from the sale of plant-based food. The sale of these products is considered one performance obligation and accounted for as a product sale. There are no contracts whose performance obligations are satisfied over time.

Revenue is recognised when the products are delivered to the customer. The company considers itself the principal in these sales. Revenue on the sale of plant-based food is measured at the selling price of the items sold after subtracting VAT, discounts and rebates granted to customers. Payment is typically due within 30 days of delivery. Contracts with customers do not contain a financing component nor any element of variable consideration.

Intangible assets

Intangible assets consist of: IT Software - 20% amortisation

Intangible assets are initially measured at cost. After initial recognition intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Taxation

Income tax expense consists of the sum of current tax and deferred tax.

Current tax

Current tax is based on taxable profit for the year. Taxable profit differs from profit as reported for accounting purposes because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible.

If tax matters are uncertain and it is considered probable that there will be a future outflow of funds to a tax authority, an adjustment is made to the tax balance. This adjustment is measured based on the best estimate of the amount expected to become payable, determined using the judgement of tax professionals within the company.

Deferred tax

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill. Similarly, deferred tax is not recognised tax when it arises from the initial recognition of other assets and liabilities in a transaction which:

- is not a business combination;

- at the time of the transaction, affects neither the taxable profit not the accounting profit; and

- at the time of the transaction, does not give rise to equal taxable and deductible temporary differences.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Measurement of current and deferred tax

Current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date.

Recognition of current and deferred tax

Current and deferred tax are recognised in profit or loss, except for taxes related to revaluations of land and buildings which are recognised in other comprehensive income.

IAS 12 requires current and deferred tax that relates to items that are recognised in other comprehensive income or directly in equity to be recognised in other comprehensive income or directly in equity, respectively.

Non-derivative financial instruments

Non-derivative financial instruments comprise investments in equity and debt securities, trade and other debtors, cash and cash equivalents, loans and borrowings, and trade and other creditors.

Employee benefits: Pension obligations

The Company operates a defined contribution plan. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

The Company has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense over the period of employee service. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

Stock

Inventories are stated at the lower of cost and net realisable value. Cost is based on the first-in first-out principle and includes expenditure incurred in acquiring the stocks, and other costs in bringing them to their existing location and condition.

When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised.

Due to the nature of stock, no adjustment is made for a write down of stock unless the items are considered to have exceeded their sell by date, at which point the stock is disposed of. All losses of inventories are recognised as an expense in the period in which the write-down or loss occurs.

Trade and other receivables

Trade and other receivables where payment is due within one year do not constitute a financing transaction. Such transactions are recorded at the undiscounted amount expected to be received, less attributable transaction costs. Any expected credit losses (ECL) are recognised as an expense in profit or loss. Report of Directors describes how credit risk is managed. All trade and other receivables are subsequently measured at amortised cost, net of ECL.

Change in Accounting Policy

During the period ended 29 December 2024, the company changed its accounting policy for the provision for bad debts from specific identification of debtor balances to a percentage per aging category. This change was made to provide more reliable and relevant information about the company's financial position and performance.

The new policy has been applied retrospectively, however, proof of payment for debtor balances in the previous year indicates that those debts were settled and thus under the new provision policy the provision would have remained the same, therefore the comparative figures for the period ended 31 December 2023 have not required adjustment. Refer Note 12 for the impact of the change in accounting policy.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less.

Bank overdrafts are disclosed separately. For the purpose of the Statement of Cash Flows, bank overdrafts form an integral part of the company's cash management and are included as a component of cash and cash equivalents.

Trade and other payables

Trade and other payables are initially recognised at fair value less attributable transaction costs. They are subsequently measured at amortised cost.

Borrowings

Borrowings are recognised initially at fair value less attributable transaction costs. They are subsequently measured at amortised cost. Any difference between the amount initially recognised and the redemption value is recognised in profit or loss over the period of the borrowings, together with any interest and fees payable, using the effective interest method.

Related parties

For the purposes of these financial statements, a related party could be a person or an entity.

Careful consideration is given to the definition of a related party to ensure that all related party relationships, transactions and balances are identified and disclosed.

Foreign currencies

Transactions in currencies other than the functional currency of the company are recorded at the rate of exchange on the date the transaction occurred. Monetary items denominated in other currencies are translated at the rate prevailing at the end of the reporting period. All differences are recognised in profit or loss. Non-monetary items that are measured at historic cost in a foreign currency are not retranslated.

Employee benefits

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave are recognised in respect of employees' services up to the end of the reporting period, and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are classified as current employee benefit obligations in the Statement of Financial Position because they are expected to be settled wholly within twelve months after the end of the period in which the employees render the related service.

An expense relating to contributions for defined contribution retirement benefit plans is recognised when employees have rendered the service entitling them to the contributions. The assets of the scheme are held separately from those of the company in an independently administered fund. The company has no obligation to fund any shortfall between the value of these assets and the return that the employees were hoping to earn.

Provisions

Provisions are recognised when the company has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the financial statements under FRS 101 requires the directors to make estimates and assumption that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The directors consider that the following estimates and judgements are likely to have the most significant effect on the amounts recognised in the financial statements:

Recoverability of trade debtors

The Company recognises loss allowances for expected credit losses (ECLs) on financial assets measured at amortised cost. The company has not recognised any expected credit loss but if trade debtors was adjusted to reflect a credit risk provision of 5% , with all other variables held constant, the loss for the period recognised in the profit and loss account would have been greater by £82k (2023: £89k). Management have determined a policy to provide against debtors which amounts to 33% of debt more than 90 days.

4.

TURNOVER

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

Period

Period

1.1.24

1.2.23

to

to

29.12.24

31.12.23

£

£

United Kingdom

7,362,569

7,301,821

7,362,569

7,301,821

5.	EMPLOYEES AND DIRECTORS

Period

Period

1.1.24

1.2.23

to

to

29.12.24

31.12.23

£

£

Wages and salaries

339,235

337,967

Social security costs

32,002

29,757

Other pension costs

11,978

10,417

383,215

378,141

The average number of employees during the period was as follows:

Period

Period

1.1.24

1.2.23

to

to

29.12.24

31.12.23

Sales

4

4

Period

Period

1.1.24

1.2.23

to

to

29.12.24

31.12.23

£

£

Directors' remuneration

-

-

Directors' emoluments and key management compensation

The UK have a requirement to disclose transactions with directors (s413 CA 2006). The emoluments of the directors are paid by a fellow group company, Vivera B.V, which makes no recharge to the company. The total emoluments are included in the aggregate of directors' emoluments disclosed in the financial statements of the parent company, Vivera Topholding B.V.

Retirement benefits

The Company offers membership of one the Company's Pension Schemes to eligible employees. The schemes are all defined contribution schemes and the pensions cost in the period was £12k (2023: £10k).

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

Period

1.1.24

1.2.23

to

to

29.12.24

31.12.23

£

£

Loan interest - related party

102,273

80,312

7.	(LOSS)/PROFIT BEFORE TAXATION

The loss before taxation (2023 - profit before taxation) is stated after charging/(crediting):

Period

Period

1.1.24

1.2.23

to

to

29.12.24

31.12.23

£

£

Cost of inventories recognised as expense

5,940,950

5,370,368

Computer software amortisation

18,224

14,001

Foreign exchange differences

(135,495

)

-

8.	AUDITORS' REMUNERATION

Period

Period

1.1.24

1.2.23

to

to

29.12.24

31.12.23

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

17,650

17,650

9.

TAXATION

Analysis of tax (income)/expense

Period

Period

1.1.24

1.2.23

to

to

29.12.24

31.12.23

£

£

Deferred tax

(98,739

)

141,887

Total tax (income)/expense in profit and loss account

(98,739

)

141,887

Factors affecting the tax expense

The tax assessed for the period is lower (2023 - higher) than the standard rate of corporation tax in the UK. The difference is explained below:

Period

Period

1.1.24

1.2.23

to

to

29.12.24

31.12.23

£

£

(Loss)/profit before income tax

(33,297

)

239,257

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 19% (2023 - 19%)

(6,326

)

45,459

Effects of:

Losses carried forward

6,326

(45,459

)

Deferred tax

(98,739

)

141,887

Tax (income)/expense

(98,739

)

141,887

10.	INTANGIBLE FIXED ASSETS

Computer

software

£

COST

At 1 January 2024

84,290

Additions

81,966

At 29 December 2024

166,256

AMORTISATION

At 1 January 2024

18,158

Amortisation for period

18,224

At 29 December 2024

36,382

NET BOOK VALUE

At 29 December 2024

129,874

At 31 December 2023

66,132

11.

STOCKS

2024

2023

£

£

Stocks

233,883

97,862

The amount of inventories recognised as an expense in cost of sales during the year is £5,940,950 (2023: £5,370,368).

12.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

1,634,886

1,773,848

VAT

225,534

171,643

Deferred tax asset

296,161

197,422

Prepayments and accrued income

8,540

157,026

2,165,121

2,299,939

The average credit period on sales of goods is 242 days. No interest is charged on outstanding trade receivables. There has been no amount receivable relating to related parties in the current or prior year. The company does not hold any collateral for trade receivables. The carrying amount of trade and other receivables approximates the fair value.

Trade receivables - credit risk disclosures

At 29 December 2024, expected credit losses were £81,744 (2023: £88,692). The company recognises ECL of 5% to reflect a credit risk provision because historical experience has indicated that these receivables are generally not recoverable.

Other than as disclosed below for the expected credit loss rate, there has been no change in the estimation techniques or significant assumptions made during the current reporting period.

The following table details the risk profile of trade receivables based on the company’s provision matrix. In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped based on the days past due.

2024

Trade receivables days past due

Current

More than 30 days

More than 60 days

90 - 120 days

Total

Expected credit loss rate

2%

5%

25%

33%

Estimated total gross carrying amount at default

£430,939

£521,955

£399,390

£630,572

£1,982,856

Lifetime expected credit losses

£8,619

£26,098

£99,848

£208,089

£342,654

2023

Trade receivables days past due

Current

More than 30 days

More than 60 days

90 - 120 days

Total

Estimated total gross carrying amount at default

£572,605

£268,538

£128,249

£804,457

£1,773,848

As included in the accounting policy the company changed its accounting policy for the provision for bad debts from specific identification of debtor balances to a percentage per aging category. This change was made to provide more reliable and relevant information about the company's financial position and performance.

The new policy has been applied retrospectively, however, proof of payment for debtor balances in the previous year indicates that those debts were settled and thus under the new provision policy no provision would have been required. The provision in the current year represents delays in receipts from debtors due to a change in sales system which has impacted collections, this has resulted in an increased provision in the current year.

The movement in the expected credit loss allowance during the year is:

2024

2023

£'000000

£'000000

Balance at 1 January

-

-

Increase during the year

340

-

Unused amounts reversed

-

-

Uncollectible amounts written off

-

-

Balance at 31 December

340

-