Half-year Report ended 30 June 2021
DAVICTUS PLC
CONDENSED CONSOLIDATED UNAUDITED INTERIM FINANCIAL STATEMENTS
For the six months ended 30 June 2021
Chairman’s Statement
I am pleased to report the interim financial statements of Davictus PLC (the "Company" or Davictus") for the six months ended 30 June 2021.
The Company had on 21 June 2021 raised equity funds of £36,000 (gross) through the issuance of 1,200,000 ordinary shares of no-par value at a price of 3.0 pence per ordinary share. The purpose of the fund raise was to provide additional working capital for the Company.
Currently, the Company is in the midst of finalizing its second franchisee appointment which is targeting to start its operation within the fourth quarter of the year. The Company however has not entered into any agreement for the second franchisee as at the date of this report. It is anticipated that the franchisee appointment will be finalised within this month.
Meanwhile the franchisee in Kuala Lumpur has started to adapt new normalcy with the recovering economy with revised restaurant SOP being implemented. Operations will resume as normal by December this year.
As always, I remain optimistic with our business prospects because we have a great premium dining brand with many unique offerings.
The board would like to thank all the stakeholders of the Company for their continued support.
Abd Hadi Bin Abd Majid
Chairman
18 October 2021
Director’s Statement
For the reporting period under review, the Company reported a net loss of £5,404. At 30 June 2021, the Company had cash in bank of £45,523.
There are a number of potential risks and uncertainties which may have material impact on the Company's performance over the remaining six months of the financial year and could cause actual results to differ materially from expected and historical results. The directors do not consider any changes on the principal risks and uncertainties since the publication of the annual report for the year ended 31 December 2020, which contained a detailed explanation of the risks relevant to the Company, is also available at http://www.davictus.co.uk.
The Board looks forward to providing further updates to the shareholders in due course.
Responsibility Statement
The Directors are responsible for preparing the Condensed Interim Financial Statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with International Accounting Standard 34 on Interim Financial Reporting (IAS 34).
The directors confirm that, to the best of their knowledge, this condensed consolidated interim financial statements have been prepared in accordance with IAS 34, as adopted by the European Union. The interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:
· an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
· material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report.
Director
18 October 2021
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2021
|
|
Notes |
6 months period ended 30 June 2021 |
|
6 months period ended 30 June 2020 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Revenue |
3 |
75,000 |
|
3,333 |
|
Cost of sales |
|
- |
|
- |
|
Gross profit |
|
75,000 |
|
3,333 |
|
Operating expenses |
|
(79,635) |
|
(219,000) |
|
Operating loss |
|
(4,635) |
|
(215,667) |
|
Other income |
|
1,066 |
|
- |
|
Gain on foreign exchange |
|
1,249 |
|
- |
|
Interest income |
|
8 |
|
168 |
|
Finance expenses |
|
(3,092) |
|
(1,077) |
|
Loss before taxation |
|
(5,404) |
|
(216,576) |
|
Tax expense |
4 |
- |
|
- |
|
Loss for the period attributable to equity holders of the company |
|
(5,404) |
|
(216,576) |
|
|
|
|
|
|
|
Basic and diluted loss per share (pence) |
5 |
(0.04) p |
|
(1.82) p |
|
|
|
|
|
|
Condensed Consolidated Statement of Financial Position
As at 30 June 2021
|
|
Notes |
As at 30 June 2021 |
|
As at 30 June 2020 |
|
As at 31 December 2020 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
Audited |
|
|
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
Intangible assets |
|
- |
|
- |
|
- |
|
Right-of-use asset |
6 |
76,056 |
|
57,911 |
|
47,053 |
|
|
|
76,056 |
|
57,911 |
|
47'053 |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
Trade receivables |
|
82,500 |
|
20,000 |
|
35,850 |
|
Other debtor |
|
14,490 |
|
- |
|
- |
|
Cash and cash equivalents |
|
45,523 |
|
48,032 |
|
20,040 |
|
|
|
142,513 |
|
68,032 |
|
55,890 |
|
|
|
|
|
|
|
|
|
Total assets |
|
218,569 |
|
125,943 |
|
102,944 |
|
|
|
|
|
|
|
|
|
Equity attributable to equity holders of the company |
|
|
|
|
|
|
|
Stated capital |
8 |
1,224,400 |
|
1,188,400 |
|
1,188,400 |
|
Accumulated losses |
|
(1,224,564) |
|
(1,183,802) |
|
(1,219,159) |
|
Total equity |
|
(164) |
|
4,598 |
|
(30,759) |
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
Lease liabilities |
7 |
47,766 |
|
48,119 |
|
26,812 |
|
|
|
47,766 |
|
48,119 |
|
26,812 |
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
Other payables |
9 |
134,258 |
|
55,550 |
|
85,584 |
|
Amount owing to directors |
|
7,568 |
|
7,568 |
|
- |
|
Lease liabilities |
7 |
29,141 |
|
10,108 |
|
21,307 |
|
|
|
170,967 |
|
73,226 |
|
106,891 |
|
|
|
|
|
|
|
|
|
Total equity and liabilities |
|
218,569 |
|
125,943 |
|
102,944 |
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Cash Flows
For the six months ended 30 June 2021
|
|
6 months period ended 30 June 2021 |
|
6 months period ended 30 June 2020 |
|
|
(Unaudited) |
|
(Unaudited) |
|
|
£ |
|
£ |
|
Cash flow from operating activities |
|
|
|
|
Operating loss |
(5,404) |
|
(216,576) |
|
Adjustment for: |
|
|
|
|
Gain on lease termination |
(1,066) |
|
- |
|
Depreciation of right-of-use-assets |
15,211 |
|
7,239 |
|
Interest on lease liabilities |
2,446 |
|
1,077 |
|
|
11,187 |
|
(208,260) |
|
Changes in working capital |
|
|
|
|
Decrease / (increase) in receivables |
(61,140) |
|
(20,000) |
|
Increase / (decrease) in other payables |
48,674 |
|
25,489 |
|
Increase / (decrease) in amount due to directors |
7,568 |
|
7,250 |
|
Net cash flow used in operating activities |
6,289 |
|
(195,521) |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Proceed from issuance of shares |
36,000 |
|
135,000 |
|
Repayment on lease liability |
(16,806) |
|
(8,000) |
|
Net cash generated from financing activities |
19,194 |
|
127,000 |
|
|
|
|
|
|
Net increase in cash and cash equivalents |
25,483 |
|
(68,521) |
|
Cash and cash equivalents at beginning of period |
20,040 |
|
116,553 |
|
Cash and cash equivalents at end of period |
45,523 |
|
48,032 |
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2021
Period from 1 January 2021 to 30 June 2021
|
|
Stated capital |
|
Accumulated losses |
|
Total |
|
|
£ |
|
£ |
|
£ |
|
As at 1 January 2021 |
1,224,400 |
|
(1,219,160) |
|
5,240 |
|
Loss for the period |
- |
|
(5,404) |
|
(5,404) |
|
Total comprehensive loss for the period |
- |
|
(5,404) |
|
(5,404) |
|
As at 30 June 2021 |
1,224,400 |
|
(1,224,564) |
|
(164) |
Period from 1 January 2020 to 30 June 2020
|
|
Stated capital |
|
Accumulated losses |
|
Total |
|
|
£ |
|
£ |
|
£ |
|
As at 1 January 2020 |
1,053,400 |
|
(967,226) |
|
86,174 |
|
Loss for the period |
- |
|
(216,576) |
|
(216,576) |
|
Total comprehensive loss for the period |
- |
|
(216,576) |
|
(2 16,576 ) |
|
Issue of ordinary shares |
135,000 |
|
- |
|
135,000 |
|
As at 30 June 2020 |
1,188,400 |
|
(1,183,802) |
|
4,598 |
For the year ended 31 December 2020
|
|
Stated capital |
|
Accumulated losses |
|
Total |
|
|
£ |
|
£ |
|
£ |
|
As at 1 January 2020 |
1,053,400 |
|
(967,226) |
|
86,174 |
|
Loss for the period |
- |
|
( 251,933 ) |
|
( 251,933 ) |
|
Total comprehensive loss for the period |
- |
|
( 251,933 ) |
|
( 251,933 ) |
|
Issue of ordinary shares |
135,000 |
|
- |
|
135,000 |
|
As at 31 December 2020 |
1,188,400 |
|
(1,219,159) |
|
(30,759) |
Notes to the Condensed Interim Financial Statements
For the six months ended 30 June 2021
1. GENERAL INFORMATION
The Company was incorporated and registered in Jersey as a public company limited by shares on 5 February 2015 under the companies (Jersey) Law 1991 and registered number 117716. The registered office of the Company is at the offices of 28 Esplanade, St. Helier, Jersey, JE1 8SB.
2. ACCOUNTING POLICIES
Basis of preparation
The interim financial statements for the six month period ended 30 June 2021 have been prepared in accordance with IAS 34 Interim Financial Reporting. It is unaudited and does not constitute statutory financial statements. The comparative interim financial information covers the period ended 30 June 2020.
The interim financial statements have been prepared on a basis consistent with, and on the basis of, the accounting policies set out in the audited financial statements of the Group for the year ended 31 December 2020, which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union. The financial information for the period ended 30 June 2020 and 30 June 2021 is unaudited.
There was a restatement of June 2020 financial information in relation to intellectual property acquisition transaction during the year 2020. The Group acquired the intellectual property (IP) rights, owned by Typical Dutch N.V. ("TDNV"), to utilise and develop franchise businesses within Asia region. As the purchase related to the acquisition of these IP rights, comprised of the unregistered trademarks, unregistered assigned rights and materials, it was considered that these assets did not meet the criteria for the recognition of an intangible assets. On that basis, the costs of £100,000 was expensed in the statement of comprehensive income. The effect of these restatements impacts the intangible assets, administrative expense and accumulated losses.
The interim financial information is presented in British Pound Sterling ("£").
New standards and interpretations
A number of new standards and amendments to standards and interpretations have been issued by International Accounting Standards Board but are not yet effective and in some cases have not yet been adopted by the EU. The Directors do not expect that the adoption of these standards will have a material impact on the financial statements of the Group in future periods.
Basis of consolidation
The consolidated financial statements incorporate the financial information of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
All intercompany transactions, balances, income and expenses are eliminated in consolidation.
Going concern
The condensed interim financial statements have been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future.
On 21 June 2021, the Group raised £36,000 through the issue of 1.2 million ordinary shares at a price of 3p per share as additional working capital. In addition, the Group received an advance remittance of approximately £190,000 from the franchisee. The Directors believe there will be sufficient to pay on going expenses and to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements.
The Directors have prepared financial projections for a period of at least 12 months from the date of approval of these financial statements. Those projections anticipate the Group will continue to generate revenue and resume its cash collection from the franchise operation. In view of this prolonged COVID-19 pandemic, there is no certainty the expected cash remittance will be collected as planned and the liability can be discharged at the timely manner. These conditions indicate the existence of a material uncertainty which may cast significant doubt about the Group and the Company's ability to continue as a going concern.
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
3. REVENUE
The Group revenue are derived from franchise related fees including brand licence, management fee and royalties according to Restaurant Franchise Agreement between the Group operating subsidiary company Havana Dining Limited with the franchisee. For the reporting period, revenue contributions are from a franchisee located in Kuala Lumpur, Malaysia.
There are no seasonal factors that materially affect the operations of the Group.
4. INCOME TAX EXPENSE
The Company is not a "Financial Services Company" registered under the relevant Jersey laws; or a specified utility company and therefore it is subject to Jersey income tax at the general rate of 0 per cent. If the Company derives any income from Jersey property, including development of land or quarrying, such income will be subject to tax at the rate of 20 per cent. It is not expected that the Company will derive any such income.
No liability to the corporation tax arose for the period ended 30 June 2021 and period ended 30 June 2020, as the Group did not generate any assessable profits during the reporting period.
5. LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss attributable to equity holders of the company by the weighted average number of ordinary shares in issue during the period. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. There are currently no dilutive potential ordinary shares.
| 6 months period ended 30 June 2021 | 6 months period ended 30 June 2020 |
|
|
|
Loss for the period (£) | (5,404) | (216,576) |
Weighted average number of shares (Unit) | 12,216,298 | 11,892,857 |
Loss per share (pence) | (0.04) p | (1.82) p |
6. RIGHT-OF-USE ASSETS
The Company has entered into a new operating lease agreement for tenancy of office space. The lease is for a period of 36 months operating lease agreement commencing 1 January 2021 with an option to renew the lease for a further 12 months.
| £ 30 June 2021
| £ 30 June 2020 |
|
|
|
Cost |
|
|
As at 1 January | 65,151 | 65,151 |
Additions during the year | 91,267 | -
|
De-recognisation due to lease termination | (65,151) | - |
Accumulated depreciation on lease termination | 18,098 | - |
Value of lease termination | 48,119 | - |
Gain on lease termination | 1,066 | - |
As at 30 June | 91,267 | 65,151 |
|
|
|
Accumulated depreciation |
|
|
As at 1 January | (18,097) | (7,240) |
Addition during the period | 15,211 | - |
De-recognisation due to lease termination | 18,097 | - |
As at 30 June | 15,211 | 57,911 |
7. STATED CAPITAL
| Number of ordinary shares |
|
£ |
|
|
|
|
As at 1 January 2021 | 12,150,000 |
| 1,188,400 |
Issuance of new ordinary shares | 1,200,000 |
| 36,000 |
As at 30 June 2021 | 13,350,000 |
| 1,224,400 |
On 21st June 2021, issuance were made through the placement of 1,200,000 new ordinary shares at no par value at 3 pence per share.
8. OTHER PAYABLES
| As at 30 June 2021 |
| As at 30 December 2020 |
| £ |
| £ |
Other creditors | 34,852 |
| 15,144 |
Deferred income | 76,667 |
| 16,667 |
Accruals and provision | 22,739 |
| 23,739 |
| 134,258 |
| 55,550 |
9. LEASE LIABILITIES
| As at 30 June 2021 | As at 30 June 2020 |
| £ | £ |
Balance brought forward | 48,119 | 72,000 |
Addition during the year | 100,805 | - |
De-recognisation of lease due to termination | (48,119) | - |
Interest in suspense on new lease | (9,538) | (6,849) |
Interest expensed | 2,446 | 1,077 |
Repayment of principal | (16,806) | (8,000) |
|
|
|
| 76,907 | 58,228 |
Lease liabilities are payable as follow:
Within 1 year | 33,600 | 24,000 |
Between 2- 5 years | 50,399 | 40,000 |
10. SUBSIDIARY UNDERTAKINGS
The details of the subsidiary in the Group are as follows:
Name of company | Country of incorporation | Effective holding | Principal activities | ||
Havana Dining Limited. | British Virgin Island | 100% | Facilitator for Group operation | ||
Davictus World Sdn Bhd |
Malaysia |
100% |
Facilitator for Group operation | ||
|
|
| |||
11. RELATED PARTY TRANSACTION
The directors are considered to be the key management personnel. Details concerning Directors remuneration can be found below:
| 6 months period ended 30 June 2021 |
| 6 months period ended 30 June 2020 |
| £ |
| £ |
Robert Pincock | 7,500 |
| 7,500 |
Abd Hadi Bin Abd Majid | 5,000 |
| 5,000 |
Maurice James Malcolm Groat | 2,000 |
| 2,000 |
| 14,500 |
| 14,500 |
The Group entered into a franchise agreement with Havana Café Sdn Bhd ("HCSB"), a company incorporated in Malaysia, where Mr. Abd Hadi bin Abd Majid has substantial interest in HCSB. For the period under review, the Group generated revenue of £75,000 from HCSB. At this reporting date, the net franchise fee amount due from HCSB was £5,833 comprising trade receivable of £82,500 and deferred income of £76,667.
12. SUBSEQUENT EVENTS
There are no subsequent events requiring disclosure in these interim financial statements.
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