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REGISTERED NUMBER: 12770812 (England and Wales)















Report of the Directors and

Financial Statements

for the Year Ended 31 August 2024

for

VIVIFY VENUES LTD

VIVIFY VENUES LTD (REGISTERED NUMBER: 12770812)

Contents of the Financial Statements
for the Year Ended 31 August 2024










Page

Company Information 1

Report of the Directors 2

Balance Sheet 4

Notes to the Financial Statements 5


VIVIFY VENUES LTD

Company Information
for the Year Ended 31 August 2024







Directors: R J Teale
S M Lord
S E Potts





Registered office: Northern Assurance Buliding
9-21 Princess Street
Manchester
M2 4DN





Registered number: 12770812 (England and Wales)





Auditors: S&W Audit
Northern Assurance Buildings
9-21 Princess Street
Manchester
M2 4DN

VIVIFY VENUES LTD (REGISTERED NUMBER: 12770812)

Report of the Directors
for the Year Ended 31 August 2024


The directors present their report with the financial statements of the company for the year ended 31 August 2024.

Principal activity
The principal activity of the company in the year under review was the facilitating of letting school facilities to local communities.

Review of business
Vivify Venues unlocks access to underused school facilities across the UK, helping schools generate vital income while connecting communities with affordable spaces. Vivify's mission aligns strongly with broader ESG goals, helping schools generate much-needed funding, while giving communities access to safe, affordable, and inclusive spaces for sport, education, and culture.

Our proprietary tech platform and online marketplace make finding, booking, and managing these spaces seamless for both schools and hirers.

Over the past year, we've achieved strong revenue growth through onboarding more schools and increasing current school's utilisation, whilst also securing multiple external industry awards.

Future developments

With over 30,000 schools nationwide, our scalable model and strong unit economics position us to capture a significant share of this untapped market.

We are currently progressing a funding round to accelerate product development and expand our operations, including AI-driven booking automation. Alongside strong school retention, growing multi-academy trust partnerships, and a mission aligned to ESG goals, Vivify is well place for sustainable, long-term growth.

Directors
R J Teale has held office during the whole of the period from 1 September 2023 to the date of this report.

Other changes in directors holding office are as follows:

A C Swis - resigned 7 November 2023
C J Cox - resigned 10 May 2024
S M Lord - appointed 4 October 2023

S E Potts was appointed as a director after 31 August 2024 but prior to the date of this report.

Going concern
The financial statements have been prepared on a going concern basis. In reaching this conclusion, the directors considered prudent management forecasts including cashflow projections incorporating contracted revenue, a strong sales pipeline, and clear operational efficiencies. These forecasts, covering a 4 year period, indicate sustained business growth and the strengthening of profit margins, driven by the onboarding of new schools, increased utilisation, and the integration of automation and AI technologies. While the directors acknowledge that certain assumptions underpinning these forecasts are subject to uncertainty, they believe the forecasts are both reasonable and achievable. Based on these assessments and the current resources available, the directors have concluded that it remains appropriate to prepare the financial statements on a going concern basis.

Employee engagement and disabled persons
The company engaged regularly with employees through updates and feedback channels. Staff views were considered in decision-making and development initiatives.

In line with reporting requirements, the company supports:
- Fair recruitment of disabled persons.
- Continued employment and training for staff who become disabled.
- Equal access to development and promotion opportunities.


VIVIFY VENUES LTD (REGISTERED NUMBER: 12770812)

Report of the Directors
for the Year Ended 31 August 2024

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

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:





S E Potts - Director


29 August 2025

VIVIFY VENUES LTD (REGISTERED NUMBER: 12770812)

Balance Sheet
31 August 2024

2024 2023
Notes £    £    £   
Fixed assets
Tangible assets 5 22,766 14,418
Investments 6 92,593 92,593
115,359 107,011

Current assets
Debtors: amounts falling due within one year 7 98,938 56,419
Debtors: amounts falling due after more
than one year

7

730,000

-
Cash at bank 410,204 700,228
1,239,142 756,647
Creditors
Amounts falling due within one year 8 1,618,591 1,122,953
Net current liabilities (379,449 ) (366,306 )
Total assets less current liabilities (264,090 ) (259,295 )

Capital and reserves
Called up share capital 10 2,231 2,231
Share premium 2,136,431 2,136,431
Retained earnings (2,402,752 ) (2,397,957 )
Shareholders' funds (264,090 ) (259,295 )

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 29 August 2025 and were signed on its behalf by:





S E Potts - Director


VIVIFY VENUES LTD (REGISTERED NUMBER: 12770812)

Notes to the Financial Statements
for the Year Ended 31 August 2024


1. Statutory information

Vivify Venues Ltd 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. Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3. Accounting policies

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a going concern basis. In reaching this conclusion, the directors considered prudent management forecasts including cashflow projections incorporating contracted revenue, a strong sales pipeline, and clear operational efficiencies. These forecasts, covering a 4 year period, indicate sustained business growth and the strengthening of profit margins, driven by the onboarding of new schools, increased utilisation, and the integration of automation and AI technologies. While the directors acknowledge that certain assumptions underpinning these forecasts are subject to uncertainty, they believe the forecasts are both reasonable and achievable. Based on these assessments and the current resources available, the directors have concluded that it remains appropriate to prepare the financial statements on a going concern basis.

Preparation of consolidated financial statements
The financial statements contain information about Vivify Venues Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities at the reporting date and the amounts reported for revenue and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

The directors consider the only significant judgement involved in the preparation of the financial statements to be the recognition of a deferred tax asset. A deferred asset of £730,000 (2023: £nil) has been recognised at the reporting date as the directors have concluded that it is probable that this asset will be recovered against future taxable profits. This judgement is supported by prudent management forecasts reflecting contracted revenue, a strong sales pipeline, and identifiable operational efficiencies. However, the directors acknowledge that some of the assumptions underlying the company's profit forecast are subject to uncertainty. As a result, the recoverability of £730,000 (2023: £nil) of the deferred tax asset is also subject to uncertainty. In reviewing the probability of recovery, the directors have reviewed the 4 year forecast that has been used for the going concern assessment. This forecast anticipates the continued growth of the business and a turn to profitability through onboarding new schools, increasing utilisation and operational efficiencies through integration of automation and AI technologies. The directors believe these forecasts are reasonable and achievable based on current performance trends and underlying business fundamentals.

Turnover
Turnover is measured at the fair value of the consideration received, excluding discounts, rebates, value added tax and other sales taxes.

Revenue is recognised when the letting takes place.

Other income
Other income represents management charges which are recognised in the period the service was provided.

VIVIFY VENUES LTD (REGISTERED NUMBER: 12770812)

Notes to the Financial Statements - continued
for the Year Ended 31 August 2024


3. Accounting policies - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Computer equipment - 33% straight line

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses.

Investments in subsidiaries
Investments in subsidiaries are measured at cost less accumulated impairment.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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.

Share based payments
For equity settled share-based payments, the company measures the goods or services received, and the corresponding increase in equity, directly, at the fair value of the goods or services received. If the company cannot estimate the fair value of the goods or services received the company measures the their value by reference to the fair value of the equity instrument granted.

Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares are shown in equity, as a deduction, net of tax, from the proceeds.

4. Employees and directors

The average number of employees during the year was 367 (2023 - 227 ) .

VIVIFY VENUES LTD (REGISTERED NUMBER: 12770812)

Notes to the Financial Statements - continued
for the Year Ended 31 August 2024


5. Tangible fixed assets
Fixtures
and Computer
fittings equipment Totals
£    £    £   
Cost
At 1 September 2023 - 25,464 25,464
Additions 10,000 9,822 19,822
At 31 August 2024 10,000 35,286 45,286
Depreciation
At 1 September 2023 - 11,046 11,046
Charge for year 2,637 8,837 11,474
At 31 August 2024 2,637 19,883 22,520
Net book value
At 31 August 2024 7,363 15,403 22,766
At 31 August 2023 - 14,418 14,418

6. Fixed asset investments
Shares in
group
undertaking
£   
Cost
At 1 September 2023
and 31 August 2024 92,593
Net book value
At 31 August 2024 92,593
At 31 August 2023 92,593

7. Debtors
2024 2023
£    £   
Amounts falling due within one year:
Trade debtors 9,661 6,287
Amounts owed by group undertakings 56,762 27,841
Other debtors 32,515 22,291
98,938 56,419

Amounts falling due after more than one year:
Other debtors 730,000 -

Aggregate amounts 828,938 56,419

Other debtors includes £730,000 (2023 - £nil) relating to a deferred tax asset, which is due after one year.

For further details see the critical accounting judgements included in note 3.

VIVIFY VENUES LTD (REGISTERED NUMBER: 12770812)

Notes to the Financial Statements - continued
for the Year Ended 31 August 2024


8. Creditors: amounts falling due within one year
2024 2023
£    £   
Trade creditors 186,947 127,330
Taxation and social security 235,558 82,337
Other creditors 1,196,086 913,286
1,618,591 1,122,953

9. Leasing agreements

Minimum lease payments under non-cancellable operating leases fall due as follows:
2024 2023
£    £   
Within one year 18,000 10,200

10. Called up share capital

Allotted, issued and fully paid
Number Class Nominal 2024 2023
Value £ £
74,126 Ordinary A £0.01 741 900
74,334 Ordinary B £0.01 743 658
10,010 Ordinary C £0.01 100 100
64,651 Ordinary D £0.01 647 573
2,231 2,231

On 11 June 2024 15,874 A ordinary shares were reclassified as 8,492 B ordinary shares and 7,382 D ordinary shares.

On 13 July 2023 share options were granted to purchase 30,000 shares for an exercise prices of £0.01 exercisable for a period of 10 years when the performance conditions have been met or on an exercise event.

11. Auditor's information

The auditor's report on the financial statements for the year ended 31 August 2024 was unqualified but drew
attention by way of emphasis to judgements and estimates in uncertainty disclosed in note 3. The audit report
was signed on 29 August 2025 by Angela Chorlton on behalf of S&W Audit as senior statutory auditor.

12. Related party disclosures

Included in creditors are amounts due to directors of £nil (2023 - £8,865). These amounts are interest free and repayable on demand.

During the year there were recharges of £256,589 (2023 - £190,730) made to its subsidiary for services used and at the year end there was £56,762 (2023 - £27,841) due in amounts owed by group undertakings.