| - | 16 May 2025 |
Volvere plc
("Volvere" or the "Group")
Final Results for the year ended 31 December 2024
Volvere plc (AIM: VLE), the growth and turnaround investment company, announces its audited Final Results for the year ended 31 December 2024.
Highlights
| £ million except where stated |
Year ended | Six months ended | |
| | 31 December 2024 | 31 December 2023
| 30 June 2024 (unaudited) |
|
Group revenue - continuing operations |
49.04 |
42.95 |
22.20 |
|
Group profit before tax - continuing operations |
6.34 |
3.64 |
2.17 |
|
(Loss)/profit from discontinued operations |
(0.02) |
0.23 |
- |
|
Group profit after tax
|
4.84 |
2.73 |
1.78 |
|
| As at | As at 31 December 2023 | As at 2024 |
| Consolidated net assets per share |
£17.20 |
£14.83 |
£15.85 |
| | | | |
| Group net assets | 41.90 | 37.51 | 38.57 |
| | | | |
| Cash and available-for-sale investments | 27.84 | 23.74 | 24.31 |
| | | | |
· Excellent trading at Shire Foods
· Share buybacks totalling £1.51 million
· Strong balance sheet with high liquidity
· Seeking investments in food and other sectors
Forward-looking statements:
This report may contain certain statements about the future outlook for Volvere plc. Although the Directors believe their expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").
Note
1 Based on the net assets attributable to owners of the parent company and the respective period end shares in issue (excluding treasury shares), which were 2,208,922 at 31 December 2024, 2,327,922 at 31 December 2023, and 2,223,922 at 30 June 2024.
For further information:
| Volvere plc | |
| Nick Lander, Co-founder & Director | Tel: +44 (0) 20 7634 9707 |
| | |
|
Cairn Financial Advisers LLP (Nominated Adviser) Sandy Jamieson / James Caithie |
Tel: + 44 (0) 20 7213 0880 |
|
Canaccord Genuity Limited (Joint Broker) Bobbie Hilliam Hobart Capital Markets LLP (Joint Broker) Lee Richardson
|
Tel: + 44 (0) 207 523 8000
Tel: +44 (0) 20 7070 5691 |
Chairman's statement
I am pleased to report on the results for the year ended 31 December 2024.
Group revenue from continuing operations (all of which related to Shire Foods) was £49.04 million (2023: £42.95 million) and the profit before tax from continuing operations was £6.34 million (2023: £3.64 million). Overall profit after tax for the year was £4.84 million (2023: £2.73 million).
Group total net assets were £41.90 million (2023: £37.51 million), with net assets per share* increasing to £17.20 (2023: £14.83). Of this, cash and available for sale investments were £27.84 million (2023: £23.74 million).
We are very satisfied with the Group's performance in 2024, which reflects the strong trading in Shire Foods. Whilst 2025 presents its own challenges, principally around higher employment costs and the knock-on effect on supply chain facing similar cost increases, we remain confident about continuing to deliver a robust performance in 2025.
Shareholders will have seen the pleasing growth in the Company's share price as our financial performance and asset base has become better and more widely understood. We will continue to buy in shares for treasury when we feel it is appropriate to do so, whist continuing to seek further acquisitions.
David Buchler
Chairman
16 May 2025
*Net assets attributable to owners of the parent company divided by total number of ordinary shares outstanding at the reporting date (less those held in treasury), see note 20.
Executive Management statement
Principal activities
The Company is a holding company that identifies and invests in undervalued and/or distressed businesses and securities as well as businesses that are complementary to existing Group companies. The Company provides management services to those businesses. The sole activity during the year of the Group's continuing trading subsidiary, Shire Foods Limited ("Shire"), was that of food manufacturing.
Overview
I am delighted with the performance for the year as a whole, which was underpinned by strong trading at Shire Foods and good returns on our treasury deposits, coupled with tight control of central costs. This is reflected in our increased cash reserves, notwithstanding the significant treasury share purchases made in the period.
Overall Group revenue from continuing operations (which all relate to Shire Foods) was £49.04 million (2023: £42.95 million), an increase of 14%. Group profit before tax from continuing operations for the year was £6.34 million (2023: £3.64 million) and the Group's overall profit after tax (including discontinued operations) for the year was £4.84 million (2023: £2.73 million). These results are explained further below.
Financial performance
Food manufacturing segment - Shire Foods
Shire, in which the Group has an 80% stake, was acquired in 2011 and manufactures frozen pies, pasties and other pastry products for food retailers and food service customers from its factory in Royal Leamington Spa. The company's strategy has remained largely unchanged over recent years and is focused on providing quality products as efficiently as possible.
Revenues increased year-on-year by 14% to £49.04 million (2023: £42.95 million). Profit before tax, intra-group interest and management charges* was £6.17 million (2023: £3.86 million). Profit before tax was £5.82 million (2023: £3.51 million) - with the difference being intra-group management charges.
We never lose sight of the end consumer's right to enjoy good food at a fair price and are trying make ourselves the supplier of choice for our customers by being innovative and partnering in approach. We are working hard to extend our customer footprint, particularly in the food service sector and are making some encouraging progress, albeit that the loss of our lowest margin volume product has partially offset revenue growth in 2025. This has freed some line capacity that can now be utilised for a better yield.
There are industry-wide challenges in the form of higher labour costs because of the increase in the national minimum wage, compounded by the rise in employer's national insurance. In addition to the impact on Shire's own staff costs, we may see an effect on supply chain costs such as raw materials, packaging and transportation, all of which are similarly impacted. In 2025, after a relatively stable first quarter in terms of costs, we have more recently started to see some increases in key ingredients, with red meat in particular impacted quite significantly.
Whilst we are continuing to mitigate such cost rises where we can, our customers themselves are under acute pressure as the large supermarkets battle for market share and seek to better, or match, others' product pricing and specifications. However, there is, we think, an expectation that food price inflation is inevitable during 2025 as retailers start to pass on cost increases to consumers. That could in turn lead to a reduction in volumes as a result of higher retail prices but we are confident that the majority of consumers in our category will continue to choose on the basis of taste, quality and innovative flavours and formats.
In spite of all of this, we expect the business to deliver a creditable performance in the context of this challenging wider environment. In 2024 we continued to invest in new plant and equipment, with capital expenditure totalling £0.72 million of which £0.10 million was financed by way of debt (2023: £0.79 million, debt £0.31 million). During 2025 we will be installing additional cooking and packing equipment to increase capacity further and to reduce labour costs wherever possible, without weakening our skills base. The need to be increasingly efficient is particularly acute when the macro-economic environment is challenging.
The 5-year financial performance of Shire is summarised in the table below:
| | Year ended 31 December 2024 £'000 | Year ended 31 December 2023 £'000 | Year ended 31 December 2022 £'000 | Year ended 31 December 2021 £'000 | Year ended 31 December 2020 £'000 |
| | | | | | |
| Revenue | 49,040 | 42,950 | 38,027 | 30,605 | 27,189 |
| | | | | | |
| Underlying profit before tax, intra-group interest and management charges* |
6,171 |
3,861 |
2,777 |
2,139 |
1,813 |
|
Intra-group management charges |
(350) |
(350) |
(348) |
(252) |
(200) |
| | ________ | ________ | ________ | ________ | ________ |
|
Profit before tax |
5,821 |
3,511 |
2,429 |
1,887 |
1,613 |
| |
|
|
|
|
|
* profit before intra-group interest and management charges is considered to be a relevant, useful interpretation of the trading results of the business such that its performance can be understood on a basis which is independent of its ownership by the Group. There was no interest charged in the periods above.
Shire did not pay a dividend during the year but subsequent to the year-end declared a dividend of £5.00 million, of which £1.00 million was paid to minority shareholders of Shire. The total dividends received by the Group to date are £6.40 million. The Group's investment cost in respect of Shire is £0.53 million and there is no indebtedness with the Group.
Further information about Shire can be found at www.shirefoods.com.
Indulgence Patisserie Limited - discontinued
The cessation of remaining activities associated with the former business of Indulgence have been completed. Any income or costs going forwards are likely to be immaterial and administrative in nature.
Investing and management services segment
This segment represents our central functions covering Group management, treasury, finance and IT services. The segment result is the net of the underlying costs of these Group activities, offset by investment revenues and other gains and losses.
The profit before tax and intra-Group interest and management charges for the period was £0.17m (31 December 2023: loss £0.23 million). The change from loss to profit in the current the year reflects slightly higher investment returns, which totalled £1.06 million (31 December 2023: £0.81 million) along with lower Board costs for the year as a whole. Further information is shown in note 5.
Earnings per share
Basic and diluted profit per ordinary share from continuing operations was 177.47p (31 December 2023: 80.69p). Basic and diluted loss per ordinary share from discontinued operations was 0.82p (31 December 2023: profit 9.60p). Total basic and diluted profit per ordinary share was 176.65p (31 December 2023: 90.29p).
Statement of financial position
Cash and available-for-sale investments
Cash at the year end was £25.05 million (31 December 2023: £22.14 million). Full details of cash movements are shown in the consolidated statement of cash flows but the increase in cash is pleasing given that corporation tax of £1.74 million (31 December 2023: £nil) was paid in the year in addition to making purchases of the Company's own shares totalling £1.51 million (31 December 2023: £0.43 million). As noted above, following the year end, Shire Foods paid a dividend of £5.00 million, which resulted in £1.00 million being paid to minority shareholders of Shire, with the balance of £4.00 million retained within the Group. The Group continued its approach of using leverage within trading companies whenever appropriate and without recourse to the remainder of the Group.
At the year end there was an investment classed as available for sale investments with a carrying value of £2.79 million (31 December 2023: £1.60 million). The carrying value of this is above the original cost and the unrealised gain of £1.19 million has been credited to reserves. This investment is in a liquid FTSE stock, which is inherently subject to change as the market price varies.
Purchase of own shares
As noted above, the Company acquired 119,000 ordinary shares for a total consideration, including costs, of £1,512,000 during the year (31 December 2023: 36,500 shares for £427,000). Since the year end, a further 5,000 shares have been purchased for a total consideration of £95,000. To date, the Company has purchased 4,003,152 shares for total consideration of £36.27 million.
Dividends
In accordance with the policy set out at the time of admission to AIM, the Board is not recommending the payment of a dividend at this time and prefers to retain such profits as they arise for investment in future opportunities, or to purchase its own shares for treasury where that is considered to be in the best interests of shareholders.
Hedging
It is not the Group's policy to enter into derivative instruments to hedge interest rate or foreign exchange risk.
Key performance indicators (KPIs)
The Group uses key performance indicators suitable for the nature and size of the Group's businesses. The key financial performance indicators are revenue and profit before tax. The performance of the Group and the individual trading businesses against these KPIs is outlined above, in the Executive Management statement and disclosed in note 5.
Internally, management uses a variety of non-financial KPIs in respect of the food manufacturing segment, including order intake, manufacturing output and sales, all of which are monitored weekly and reported monthly. These are not considered to be as important as profit before tax but provide useful information to the Board in advance of receiving monthly financial reports.
Principal risk factors
The Company and Group face a number of specific business risks that could affect the Company's or Group's success. The Company and Group invests in distressed businesses and securities, which by their nature often carry a higher degree of risk than those that are not distressed. The Group's businesses are principally engaged in the provision of goods and services that are dependent on the continued employment of the Group's employees and availability of suitable, profitable workload. In the food manufacturing segment, there is a dependency on a small number of customers and a reduction in the volume or range of products supplied to those customers or the loss of any one of them could impact the Group materially. Rising inflation, including increases in raw materials and overhead costs, may not be able to be passed on to customers through increased prices and this could result in reduced profitability. Any pandemic or other significant event (which affects the nation as a whole) could affect the consumers, suppliers, customers or staff and may limit or inhibit the Group's operations.
These risks are managed in so far as is practicable by the Board in conjunction with the management of the Group's businesses.
Acquisitions and future strategy
We are continuing to review potential acquisition opportunities across all sectors. Whilst no transaction of interest has been identified for further investment, we remain committed and poised to do so for the right proposition. The strength of our balance sheet unpins this readiness and willingness to invest.
I am pleased that our unswerving focus on Shire has yielded the returns that they have over recent periods. It is, arguably, our most valuable asset and we are continuing to look for food sector acquisitions that may complement it. We remain sector agnostic, however, and will consider acquisitions in any sector.
I have met with many shareholders over the last 18 months who have expressed their support for our strategy and approach. It is that support, much of it over a very long period, which has given us the confidence to pursue our aims and deliver the shareholder value that we have, albeit that there is further work to do in that regard. I thank them for their loyalty, and I thank our customers and staff who have been with us as partners for many years.
Nick Lander
Co-founder & Director
16 May 2025
All members of the Board believe in the value and importance of good corporate governance and in our accountability to all the Group's stakeholders, including shareholders, staff, clients and suppliers. In the statement below, we explain our approach to governance, and how the Board and its committees operate.
The corporate governance framework which the Group operates, including Board leadership and effectiveness, Board remuneration, and internal control is based upon practices which the Board believes are proportionate to the size, risks, complexity and operations of the business and is reflective of the Group's values. We have partially adopted and partially comply with the Quoted Companies Alliance's ("QCA") Corporate Governance Code for small and mid-size quoted companies (revised in April 2018 to meet the requirements of AIM Rule 26).
The QCA Code is constructed around ten broad principles and a set of disclosures. We have considered how we apply each principle to the extent that the Board judges these to be appropriate in the circumstances, and below we provide an explanation of the approach taken in relation to each. Except as set out below, the Board considers that it does not depart from any of the principles of the QCA Code. The information below was last updated on 15 May 2025.
The following paragraphs set out the Group's compliance (or otherwise) with the ten principles of the QCA Code.
1. Establish a strategy and business model which promote long-term value for shareholders
Explanation
The Company's strategy is to identify and invest in undervalued and/or distressed businesses and securities as well as businesses that are complementary to existing Group companies. The Company provides management services to those businesses.
Since 2002 the Company's shares have been traded on the Alternative Investment Market ("AIM") of the London Stock Exchange (ticker VLE).
In order to execute the Company's strategy successfully, the following key issues are addressed:
Investment Identification - the Company's Executive Director is responsible for identifying potential investments. This is done through maintaining relationships with intermediaries and through personal networks.
Investment Assessment - the Company's Executive Director is responsible for assessing potential investments as a basis for delivering long-term shareholder value. This is done principally by undertaking due diligence on such investments, such work being done largely by the Executive Director. Where considered necessary, cost-effective and practicable, external advisers may be used.
Investment Structuring - the Company's Executive Director is responsible for determining the initial investment structure relating to potential investments. Investments have individual management teams and risk and reward profiles and the Company puts in place an investment structure that seeks to balance the risks and potential rewards for all such stakeholders.
Investment Performance Improvement - the Company's Executive Director is responsible for implementing a strategy that improves the performance of investments (where such investments are not simply held for treasury purposes). This will typically involve Board leadership and an appropriate level of operational involvement to ensure that financial and operational risks are minimised through increased profitability and cash generation. This is typically done by improving customer service and quality, clearer financial reporting and control, increasing management responsibility and target setting.
Investment Exit - the Board is responsible for assessing the optimum time to exit from an investment. This is determined based on a range of factors, including the potential divestment valuation, the nature of any potential acquirer, the external environment and other stakeholder intentions.
Compliance Departure and Reason - None.
2. Seek to understand and meet shareholder needs and expectations
Explanation
Responsibility for investor relations rests with the Executive Director. The Company communicates in different ways with its shareholders to ensure that shareholder needs and expectations are clearly understood.
Communication with shareholders is principally through the Annual Report and Accounts, full-year and half-year announcements, trading updates and the annual general meeting ("AGM"). A range of corporate information (including all Company announcements) is also available to shareholders, investors and the public on our website. The AGM is the principal opportunity for dialogue with private shareholders, and all Board members seek to attend it and answer shareholder questions. The Notice of Meeting is sent to shareholders at least 21 days before the meeting. In addition, where it is considered useful to do so, the Executive Director attends potential investor shows in order to increase the Company's profile.
Compliance Departure and Reason - None.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success
Explanation
The Group's ability to deliver on its strategy is dependent partly upon its effective engagement with stakeholders and a wider recognition of the social implications of its operations. In all businesses, the typical key stakeholders are shareholders, customers, staff and suppliers.
Customers - in all businesses the Group seeks to provide clients with products and services that are differentiated from competitors. This is done through meeting clients to understand their needs and through understanding competitors' offerings.
Staff - the Group's staff are critical to delivering client satisfaction over the longer term. All Group companies have in place staff communication forums and flat management structures, which aid communication. Group management is accessible to company staff. In situations where individual subsidiary decisions would impact on staff security or morale, the relevant company will seek to minimise the impact on staff.
Suppliers - to varying degrees the Group is dependent upon the reliable and efficient service of its supply chain. In the case of significant suppliers, each Group company will either have a close working relationship involving regular contact or will meet periodically with them to review and determine future trading arrangements and to share the relevant company's requirements of that supplier.
Compliance Departure and Reason - None.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation
Explanation
Recognising and managing business risks is key to ensuring the delivery of strategy and the creation of long-term shareholder value.
As part of the Group's annual reporting to shareholders, specific financial risks are evaluated, including those related to foreign currency, interest rates, liquidity and credit. The Group's key risks are set out in the Annual Report & Accounts.
The nature of the Group's operations is such that individual companies are organised independently and operate business and IT systems that are appropriate to their individual businesses. The Audit Committee reviews the findings of the Group's auditors and considers whether there are remedial actions necessary to improve the control environment in each company.
The Group has in place an Anti-Bribery Policy and a Share Dealing Code that apply to staff.
Compliance Departure and Reason - None.
5. Maintain the Board as a well-functioning, balanced team led by the Chair
Explanation
Board members have a collective responsibility and legal obligation to promote the interests of the Company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the Board.
The Board currently consists of three directors of which one is executive and two are non-executive. The Chairman and Independent non-executive Director are both considered independent and independent directors will stand for re-election on an annual basis in the event of having more than 10 years continuous board service. The QCA Code requires that the Company has two non-executive directors.
The Board is supported by both Audit and Remuneration committees, the member of each of which is the Chairman.
The Board meets formally on a regular basis (typically 4 times per annum), with interim meetings convened on an as-required basis. The Audit committee undertakes an annual review and the Remuneration committee undertakes reviews on an as-required basis. All Directors commit the required time to meet the needs of the Group from time-to-time.
Compliance Departure and Reason - None, as currently the Board includes two non-executive Directors.
6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
Explanation
The Company's Directors are David Buchler (Chairman), Nick Lander (Co-founder/Director) and Michael Tzirki (Non-executive Director). All members of the Board have experience relevant to delivering the Company's strategy.
The Board believes that, as currently constituted, it has a blend of relevant experience, skills and personal qualities to enable it to successfully execute its strategy.
The Directors' biographies are in the Annual Report and Accounts and incorporated here by reference.
Compliance Departure and Reason - The QCA Code requires, inter alia, that the Company describes the relevant experience, skills, personal qualities and capabilities that each Director brings to the Board. The Board believes the individual's biography as noted above, coupled with their successful service to date with the Company, is sufficiently objective evidence that the Board has the necessary requirements to fulfil their roles individually and collectively.
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
Explanation
The Board does not formally review the effectiveness of itself as a unit nor of the Remuneration and Audit committees. The small size of the Board means that individual Directors' contributions are transparent. Where the Company identifies potential Board members, these are noted for any possible future vacancies as part of succession planning or to bring in additional skills or capabilities.
Compliance Departure and Reason - Where the need for Board changes has become evident in the past, the necessary changes have been implemented. It is not considered necessary to formally review performance given this embedded approach, whereby review of effectiveness is continuous.
8. Promote a corporate culture that is based on ethical values and behaviours
Explanation
The nature of the Group's businesses are diverse and, by their nature, may have different cultures and values relevant to their sector. However, there are some core values that the Group adopts throughout all its businesses, irrespective of their nature and size.
These values are: ho nesty, integrity, openness and respect. The Board leads by example, demonstrated through its collective actions and as Directors through their individual actions, to local management teams and staff. The Company has an Anti-bribery Policy and makes an annual Modern Slavery statement.
Compliance Departure and Reason - None.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
Explanation
The Board provides strategic leadership for the Group and operates within the scope of a robust corporate governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values and practices that operate throughout the Group's businesses as well as defining its strategic goals. The Board has approved terms of reference for its Audit and Remuneration committees to which certain responsibilities are delegated.
The individual roles and responsibilities of the Board, the Board members and the Audit and Remuneration Committees are set out below.
| Role and Responsibilities of Chairman | The Chairman is independent and from an external perspective, engages with shareholders at the Company's Annual General Meeting to reinforce the fact that the Board is being run with the appropriate level of engagement and time commitment. From an internal perspective, he ensures that the information which flows within the Board and its sub committees is accurate, relevant and timely and that meetings concentrate on key operational and financial issues which have a strategic bias, together with monitoring implementation plans surrounding commercial objectives. In relation to corporate governance, his responsibility is to lead the board effectively and to oversee the adoption, delivery and communication of the Company's corporate governance model. He also aims to foster a positive governance culture throughout the Company.
|
| Roles and Responsibilities of Co-founder/Director | The Co-founder/Director is responsible for recommending and ensuring effective delivery of the Group's strategy and achieving financial performance commensurate with that strategy. The Co-founder/Director works with the Chairman and non-executive director in an open and transparent way and keeps them up to date with matters of importance and relevance to delivering the strategy. The Co-founder/Director is responsible for the operational aspects of the Group's businesses and for maintaining a robust financial control and reporting environment throughout. |
| Roles and Responsibilities of Non-executive Director | The Non-executive Director is responsible as part of the Board for discharging the Board's responsibilities. The Non-executive Director provides challenge to the other members of the Board, offering advice where appropriate. |
| Role of the Board | The Board of a company is responsible for setting the vision and strategy for the Company to deliver value to its shareholders by effectively putting in place its business model. The Board members are collectively responsible for defining corporate governance arrangements to achieve this purpose, under clear leadership by the Chairman. The Board is authorised to manage the business of the Company on behalf of its shareholders and in accordance with the Company's Articles of Association. The Board is responsible for overseeing the management of the business and for ensuring high standards of corporate governance are maintained throughout the Group. The Board meets several times a year and at other times as necessary, to discuss a formal schedule of matters specifically reserved for its decision. These matters routinely include: - Group strategy and associated risks - Financial performance of the Group's businesses and approval of annual budgets, the half year results, annual report and accounts and dividends - Changes relating to the Group's capital structure or share buy-backs - Appointments to and removal from the Board and Committees of the Board given the absence of a separate nomination committee - Acquisitions, disposals and other material transactions - Actual or potential conflicts of interest relating to any Director are routinely identified at all Board discussions |
| Role of Audit Committee | The Audit Committee provides confidence to shareholders on the integrity of the financial results of the Company expressed in the Annual Report and Accounts and other relevant public announcements of the company. The Audit Committee challenges both the external auditors and the management of the Company. It keeps the need for internal audit under review. It is responsible for the assessing recommendations to the Board on the engagement of auditors including tendering and the approval of non-audit services, for reviewing the conduct and control of the annual audit and for reviewing the operation of the internal financial controls. It also has responsibility for reviewing financial statements prior to publication and reporting to the Board on any significant reporting issues, estimates and judgements made in connection with the preparation of the Company's financial statements. The Audit Committee, in conjunction with the rest of the Board, also has a key role in the oversight of the effectiveness of the risk management and internal control systems of the Company. Members: David Buchler
|
| Role of Remuneration Committee | It is the role of the Remuneration Committee to ensure that remuneration arrangements are aligned to support the implementation of Company strategy and effective risk management for the medium to long-term, and to take into account the views of shareholders. The Company's remuneration policy has been designed to ensure that it encourages and rewards the right behaviours, values and culture. The Remuneration Committee reviews the performance of the executive directors, sets the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of shareholders and reviews and approves any proposed bonus entitlement. It also determines the allocation of share options to employees. Members: David Buchler |
The Board has approved the adoption of the QCA Code as its governance framework against which this statement has been prepared and will monitor the suitability of this code on an annual basis and revise its governance framework as appropriate as the Group evolves. The Board is satisfied that the current framework will evolve in line with the current growth plans of the Group.
Compliance Departure and Reason - None.
10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
Explanation
A healthy dialogue should exist between the Board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the Company. In particular, appropriate communication and reporting structures should exist between the Board and all constituent parts of its shareholder base. This will assist:
· the communication of shareholders' views to the Board; and
· the shareholders' understanding of the unique circumstances and constraints faced by the Company. It should be clear where these communication practices are described (annual report or website).
The Group's Annual Report and Accounts and other governance-related material, along with notices of all general meetings over the last five years (as a minimum) are accessible via the Company's website.
Audit Committee Report - the Audit Committee's annual meeting is minuted. All matters raised by the Group's auditors are carefully considered and actions implemented where considered appropriate. The approach and role of the Audit Committee is noted in section 9 above.
Remuneration Committee Report - the Remuneration Committee's meetings are minuted. The remuneration of the Board is set out in the Annual Report and Accounts. The approach and role of the Remuneration Committee is noted in section 9 above.
Compliance Departure and Reason - The Audit Committee and Remuneration Committee have not prepared formal reports as required by the Code. Given the small size of the Board, such formal reporting is not considered necessary.
Statement by the Directors relating to their statutory duties under s172(1) Companies Act 2006
The Board of Directors considers, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of the members as a whole (having regard to the stakeholders and the matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year ended 31 December 2024.
The Company is a holding company for which the investing strategy is approved by members annually at the Company's Annual General Meeting. The Company's success in following this investing strategy is measurable in terms of the value arising over time from the Company's investments.
The Board of Directors had regard, amongst other matters, to the:
· likely consequences of any decision on the long term;
· interests of the Group's employees;
· need to foster relationships with customers, suppliers and others;
· impact of the Group's operations on the communities in which the Group's businesses operate;
· impact of the Group's operations on the environment;
· desirability of maintaining a reputation for high standards of business conduct;
· need to act fairly between the members of the Company.
The broad range of stakeholders and their interests means that it may not be possible to deliver outcomes that meet all individual interests. Whilst there is an inherent and probable interdependency between the success of the Company's underlying investments and the Company itself over time, there may be occasions where actions in relation to those investments taken, or not taken, in the interests of the Company's stakeholders by the Board could be perceived as, or be, in conflict with stakeholder interests in the investments themselves.
The Board engages with the Group's stakeholders both directly and indirectly at an operational level through the Group's management responsibility structure. Direct engagement includes members of the Board communicating with stakeholders personally in appropriate circumstances. In addition, the Board reviews and challenges the strategies and financial and operational performances of its individual trading businesses, including risk management, legal and regulatory compliance, through periodic reporting processes and management review meetings. The Company makes Stock Market announcements whenever required or considered necessary.
The Board:
· ensures that any recommendations from relevant regulators are properly considered;
· assesses risk in the application of capital when making investment decisions and in making follow-on investments, whether by way of equity or debt;
· through its own and its subsidiaries' employment practices seeks to reward employees fairly and to create a safe and secure environment;
· encourages its subsidiaries to maintain regular, open and honest contact with their customers and suppliers, working collaboratively;
· encourages subsidiaries to support charitable activities in their local communities and to consider the impact of their operations on the local community;
· seeks to minimise negative effects of the Company's operations on the environment by minimising travel and encouraging its subsidiaries to minimise waste and recycle materials wherever practicable.
These activities give the Board an overview of stakeholder engagement and effectiveness, including opportunities to improve further, and enables the Directors to comply with their legal duty under s172 of the Companies Act 2006.
| | Note | |
2024 |
2023 |
| |||
| | | | £'000 | £'000 |
| |||
| Continuing operations | | | | |
| |||
| Revenue | 5 | | 49,040 | 42,950 |
| |||
| Cost of sales | | | (38,364) | (35,044) |
| |||
| | | |
|
|
| |||
| Gross profit | | | 10,676 | 7,906 |
| |||
|
| | | | |
| |||
| Distribution costs | | | (3,078) | (2,665) |
| |||
| Administrative expenses | | | (2,219) | (2,274) |
| |||
| | | |
|
|
| |||
| Operating profit | 2 | | 5,379 | 2,967 |
| |||
| | | | | |
| |||
| Finance expense | 7 | | (100) | (172) |
| |||
| Finance income | 7 | | 1,057 | 805 |
| |||
| Profit on sale of tangible fixed assets | | | 1 | 36 |
| |||
| | | |
|
|
| |||
| Profit before tax | | | 6,337 | 3,636 |
| |||
| Income tax expense | 8 | | (1,483) | (1,129) |
| |||
|
| | |
|
|
| |||
| Profit for the year from continuing operations | | | 4,854 | 2,507 |
| |||
| Profit/(loss) for the year from discontinued operations | 6 | | (18) | 226 |
| |||
|
| | |
|
|
| |||
| Profit for the year | | | 4,836 | 2,733 |
| |||
| | | |
|
|
| |||
| Attributable to: | | | | |
| |||
| - Equity holders of the parent | | |
3,967 | 2,118 |
| |||
| - Non-controlling interests | | | 869 | 615 |
| |||
| | | |
|
|
| |||
| | | | 4,836 | 2,733 |
| |||
| | | |
|
|
| |||
| Earnings/(loss) per share | 9 | | | |
| |||
| | | | | |
| |||
| Basic and diluted - from continuing operations - from discontinued operations | | | 177.47p (0.82)p | 80.69p 9.60p |
| |||
| | | |
|
|
| |||
| Total | | | 176.65p | 90.29p |
| |||
| | | | | | | | | |
|
| | | 2024 |
2023 |
| | | | £'000 | £'000 |
| | | | | |
| Profit/(loss) for the year | | | 4,836 | 2,733 |
| | | |
|
|
| Other comprehensive income Revaluation of freehold land and buildings Revaluation of available for sale investments Deferred tax recognised directly in equity | | |
200 1,190 (328) |
- (49) - |
| | | |
|
|
| Total comprehensive income for the year | | | 5,898 | 2,684 |
| | | |
|
|
| Attributable to: | | | | |
| - Equity holders of the parent | | | 4,999 | 2,069 |
| - Non-controlling interests | | | 899 | 615 |
| | | |
|
|
| | | | 5,898 | 2,684 |
| | | |
|
|
| | | | | |
|
| Share capital £'000 | Share premium £'000 |
Revaluation reserve £'000 | Retained earnings £'000 | Total £'000 | Non-controlling interests | Total £'000 |
|
|
|
|
|
|
|
|
|
| 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Profit for the year | - | - | - | 3,967 | 3,967 | 869 | 4,836 |
| Revaluation of property | - | - | 160 | - | 160 | 40 | 200 |
| Revaluation of available for sale investments | - | - | - | 1,190 | 1,190 | - | 1,190 |
| Deferred tax recognised directly in equity | - | - | (40) | (278) | (318) | (10) | (328) |
|
|
|
|
|
|
|
|
|
| Total comprehensive income for the year | - | - | 120 | 4,879 | 4,999 | 899 | 5,898 |
|
| 50 | 7,885 | 827 | 25,755 | 34,517 | 2,992 | 37,509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Transactions with owners: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dividends paid to non-controlling interests | - | - | - | - | - | - | - |
| Purchase of own treasury shares | - | - |
- | (1,512) | (1,512) | - | (1,512) |
|
|
|
|
|
|
|
|
|
| Total transactions with owners | - | - | - | (1,512) | (1,512) | - | (1,512) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at 31 December | 50 | 7,885 | 947 | 29,122 | 38,004 | 3,891 | 41,895 |
|
|
|
|
|
|
|
|
|
|
| Share capital £'000 | Share premium £'000 |
Revaluation reserve £'000 | Retained earnings £'000 | Total £'000 | Non-controlling interests | Total £'000 |
|
|
|
|
|
|
|
|
|
| 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Profit for the year | - | - | - | 2,118 | 2,118 | 615 | 2,733 |
| Transfer of revaluation reserve | - | - | (891) | 891 | - | - | - |
| Revaluation of available for sale investments | - | - | - | (49) | (49) | - | (49) |
| Deferred tax recognised directly in equity | - | - | - | - | - | - | - |
|
|
|
|
|
|
|
|
|
| Total comprehensive income for the year | - | - | (891) | 2,960 | 2,069 | 615 | 2,684 |
|
| 50 | 7,885 | 1,718 | 23,222 | 32,875 | 2,877 | 35,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Transactions with owners:
|
|
|
|
|
|
|
|
| Dividends paid to non-controlling interests | - | - | - | - | - | (500) | (500) |
| Purchase of own treasury shares | - | - |
- | (427) | (427) | - | (427) |
|
|
|
|
|
|
|
|
|
| Total transactions with owners | - | - | - | (427) | (427) | (500) | (927) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at 31 December | 50 | 7,885 | 827 | 25,755 | 34,517 | 2,992 | 37,509 |
|
|
|
|
|
|
|
|
|
| | | | 2024 | 2023 |
| |||
| | Note | | £'000 | £'000 |
| |||
| Assets | | | | |
| |||
| Non-current assets | | | | |
| |||
| Property, plant and equipment | 11 | | 7,698 | 7,905 |
| |||
| | | |
|
|
| |||
| Total non-current assets | | | 7,698 | 7,905 |
| |||
| | | | | |
| |||
| Current assets | | | | |
| |||
| Inventories | 12 | | 6,235 | 5,925 |
| |||
| Trade and other receivables | 13 | | 9,123 | 7,843 |
| |||
| Cash and cash equivalents | 14 | | 25,053 | 22,139 |
| |||
| Available for sale investments | 15 | | 2,789 | 1,599 |
| |||
| | | |
|
|
| |||
| Total current assets | | | 43,200 | 37,506 |
| |||
| | | |
|
|
| |||
| Total assets | | | 50,898 | 45,411 |
| |||
| | | |
|
|
| |||
| Liabilities | | | | |
| |||
| Current liabilities | | | | |
| |||
| Loans and other borrowings | 18 | | (98) | (269) |
| |||
| Leases | 18 | | (209) | (362) |
| |||
| Trade and other payables | 16 | | (6,249) | (4,955) |
| |||
| | | |
|
|
| |||
| Total current liabilities | | | (6,556) | (5,586) |
| |||
| | | |
|
|
| |||
| Non-current liabilities | | | | |
| |||
| Loans and other borrowings | 18 | | (573) | (698) |
| |||
| Leases | 18 | | (267) | (373) |
| |||
|
| | |
|
|
| |||
| Total non-current liabilities | | | (840) | (1,071) |
| |||
| | | |
|
|
| |||
| Total liabilities | | | (7,396) | (6,657) |
| |||
|
| | | | | | | | |
| Provisions - deferred tax | 19 | | (1,607) | (1,245) |
| |||
|
| | |
|
|
| |||
| Net assets | | | 41,895 | 37,509 |
| |||
| | | |
|
|
| |||
| Equity | | | | |
| |||
| Share capital | 20 | | 50 | 50 |
| |||
| Share premium account | 21 | | 7,885 | 7,885 |
| |||
| Revaluation reserves | 21 | | 947 | 827 |
| |||
| Retained earnings | 21 | | 29,122 | 25,755 |
| |||
|
| | |
|
|
| |||
| Capital and reserves attributable to equity holders of the Company | | | 38,004 | 34,517 |
| |||
| Non-controlling interests | 24 | | 3,891 | 2,992 |
| |||
| | | |
|
|
| |||
| Total equity | | | 41,895 | 37,509 |
| |||
| | | |
|
|
| |||
| | |
2024 | 2024 | 2023 |
2023 | |||||
| | Note | £'000 | £'000 | £'000 | £'000 | |||||
| | | | | | | |||||
| Profit/(loss) for the year | | | 4,836 | | 2,733 | |||||
|
Adjustments for: | | | | | | |||||
| Finance expense | 7 | 100 | | 172 | | |||||
| Finance income | 7 | (1,057) | | (805) | | |||||
| Depreciation | 11 | 1,124 | | 1,011 | | |||||
| Operating lease rentals | | (11) | | (15) | | |||||
| Income tax expense | 8 | 1,483 | | 1,129 | | |||||
| Gain on disposal of fixed assets | | (1) | | (36) | | |||||
| Loss/(gain) from discontinued operations | | 18 | | (226) | | |||||
| | |
| |
| | |||||
| | | | 1,656 | | 1,230 | |||||
| | | |
| |
| |||||
| Operating cash flows before movements in working capital | | | 6,492 | | 3,963 | |||||
| | | | | | | |||||
| Decrease/(increase) in trade and other receivables | | | 407 | | 543 | |||||
| Increase in trade and other payables | | | 147 | | 95 | |||||
| Increase in inventories | | | (310) | | (2,564) | |||||
| | | |
| |
| |||||
| Operating cash generated from continuing operations | | | 6,736 | | 2,037 | |||||
|
| | | | | | |||||
| Operating cash flows (used by/generated from discontinued operations | | | (270) | | 964 | |||||
| Corporation tax paid | | | (1,739) | | - | |||||
| | | | | | |
| ||||
| | | | | | | |||||
| Net cash generated from operations |
|
| 4,727 |
| 3,001 | |||||
| | | | | | | |||||
| Investing activities | | | | | | |||||
| Interest received | 7 | 972 | | 725 | | |||||
| Income from investments | 7 | 85 | | 80 | | |||||
| Purchase of property, plant and equipment | | (599) | | (470) | | |||||
| Sale of property, plant, equipment | | 1 | | 34 | | |||||
| | | | | | | |||||
| Purchase of available for sale investments | | - | | - | | |||||
| Disposal of available for sale investments | | - | | - | | |||||
| | |
| |
| | |||||
| Cash generated from continuing investing activities | | | 459 | | 369 | |||||
|
| | | | | | |||||
| Cash generated from discontinued investing activities | | | - | | 2,238 | |||||
|
| | | | | |
| ||||
|
| | | | | | |||||
| Net cash generated from investing activities | | | 459 |
| 2,607 | |||||
|
| | | | | | |||||
| Financing activities | | | | | | |||||
| Interest paid | | (98) | | (172) | | |||||
| Purchase of own shares (treasury shares) | 20 | (1,512) | | (427) | | |||||
| Dividends paid | | - | | (500) | | |||||
| Net (repayment) of borrowings | | (662) | | (1,501) | | |||||
| | |
| |
| | |||||
| Cash used by continuing financing activities | | | (2,272) | | (2,600) | |||||
| | | | | | | |||||
| Cash used by discontinued financing activities | | | - | | (5) | |||||
|
| | | | | |
| ||||
|
| | | | | | |||||
| Net cash used by financing activities |
|
| (2,272) |
| (2,605) | |||||
|
| | |
| | | |||||
| Net increase in cash | | | 2,914 |
| 3,003 | |||||
| Cash at beginning of year | | | 22,139 |
| 19,136 | |||||
| | | |
|
|
| |||||
| Cash at end of year | | | 25,053 |
| 22,139 | |||||
|
| | |
|
|
| |||||
Notes forming part of the consolidated financial statements
1 Material accounting policies
The financial information set out above, which was approved by the Board on 15 May 2025, is derived from the full Group accounts for the year ended 31 December 2024 and does not constitute the statutory accounts within the meaning of section 434 of the Companies Act 2006. The Group accounts on which the auditors have given an unqualified report, which does not contain a statement under section 498(2) or (3) of the Companies Act 2006 in respect of the accounts for 2024, will be delivered to the Registrar of Companies in due course. Copies of the Company's Annual Report and Financial Statements are expected to be sent to shareholders on 23 May 2025 and will be available online at www.volvere.co.uk.
Basis of accounting
These financial statements have been prepared in accordance with UK adopted International Accounting Standards ("adopted IFRS") and with those parts of the Companies Act 2006 applicable to companies preparing their accounts under adopted IFRS.
The following material accounting policies have been applied consistently in the preparation of these financial statements:
Going concern
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report. In addition, note 17 to the financial statements includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.
The Group has considerable financial resources and, as a consequence, the Directors believe that the Group is well placed to manage the business risks inherent in its activities despite the current uncertain economic outlook.
The Directors have a reasonable expectation that the Group has adequate resources to enable it to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. All subsidiaries have a reporting date of 31 December.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Non-controlling interests, presented as part of equity, represent the portion of a subsidiary's profit or loss and net assets that is not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests.
The results and net assets of subsidiaries whose accounts are denominated in foreign currencies are retranslated into Sterling at average and year-end rates respectively.
Business combinations
The Group applies the acquisition method of accounting for business combinations. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.
The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in the acquiree's financial statements prior to the acquisition. Assets acquired and liabilities assumed are measured at their acquisition-date fair values.
Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of the fair value of consideration transferred, the recognised amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated above, the excess amount (i.e. gain on a bargain purchase) is recognised in profit or loss immediately.
The purchase of a non-controlling interest is not a business combination within the scope of IFRS 3, since the acquiree is already controlled by its parent. Such transactions are accounted for as equity transactions, as they are transactions with equity holders acting in their capacity as such. No change in goodwill is recognised and no gain or loss is recognised in profit or loss.
Goodwill
Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognised. See above for information on how goodwill is initially determined. Goodwill is carried at cost less accumulated impairment losses and is reviewed annually for impairment.
Revenue recognition
Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services net of discounts, VAT and other sales-related taxes. The Group concludes that it is the principal in its revenue arrangements, because it typically controls the goods or services before transferring them to the customer. Payment is typically due within 60 days. Contracts with customers do not contain a financing component or any element of variable consideration. The Group does not offer an option to purchase a warranty.
Revenue from the sale of goods is recognised at the point in time when control of the asset is transferred to the customer, generally when the customer has taken undisputed delivery of the goods. There are no service obligations attached to the sale of goods. Customer rebates are deducted from revenue.
If it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised immediately in profit or loss.
Discontinued operations
Discontinued operations represent cash generating units or groups of cash generating units that have either been disposed of or classified as held for sale and represent a separate major line of business or are part of a single co-ordinated plan to dispose of a separate major line of business. Cash generating units forming part of a single co-ordinated plan to dispose of a separate major line of business are classified within continuing operations until they meet the criteria to be held for sale. The post-tax profit or loss of the discontinued operation is presented as a single line on the face of the consolidated income statement, together with any post-tax gain or loss recognised on the re-measurement to fair value less costs to sell or on the disposal of the assets or disposal group constituting the discontinued operation. On changes to the composition of groups of units comprising discontinued operations, the presentation of discontinued operations within prior periods is restated to reflect consistent classification of discontinued operations across all periods presented.
Operating segments
IFRS 8 "Operating Segments" requires the disclosure of segmental information for the Group on the basis of information reported internally to the chief operating decision-maker for decision-making purposes. The Group considers that the role of chief operating decision-maker is performed collectively by the Board of Directors.
Volvere plc is a holding company that identifies and invests principally in undervalued and distressed businesses and securities as well as businesses that are complementary to existing Group companies. Its customers are based primarily in the UK and Europe.
Financial information (including revenue and profit before tax and intra-group charges) is reported to the Board on a segmental basis. Segment revenue comprises sales to external customers and excludes gains arising on the disposal of assets and finance income. Segment profit reported to the Board represents the profit earned by each segment before tax and intra-group charges. For the purposes of assessing segment performance and for determining the allocation of resources between segments, the Board reviews the non-current assets attributable to each segment as well as the financial resources available. All assets are allocated to reportable segments. Assets that are used jointly by segments are allocated to the individual segments on a basis of revenues earned.
All liabilities are allocated to individual segments. Information is reported to the Board of Directors on a segmental basis as management believes that each segment exposes the Group to differing levels of risk and rewards due to their varying business life cycles. The segment profit or loss, segment assets and segment liabilities are measured on the same basis as amounts recognised in the financial statements. Each segment is managed separately.
Where one company within a segment incurs costs which relate wholly or partly to, or shares resources with, another company within that or another segment, a proportion of such costs are recharged to that other company. The effect is to reduce the costs of the incurring company and to increase the costs of the benefitting company.
Leasing
The company applies IFRS 16 Leases. Accordingly leases are all accounted for in the same manner:
- A right of use asset and lease liability is recognised on the statement of financial position, initially measured at the present value of future lease payments;
- Depreciation of right-of-use assets and interest on lease liabilities are recognised in the statement of comprehensive income;
- The total amount of cash paid is recognised in the statement of cash flows, split between payments of principal (within financing activities) and interest (also within financing activities)
The initial measurement of the right of use asset and lease liability takes into account the value of lease incentives such as rent free periods.
The costs of leases of low value items and those with a short term at inception are recognised as incurred.
Foreign currencies
Transactions in currencies other than sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Gains and losses arising on retranslation are included in net profit or loss for the period.
Retirement benefit costs
The Group's subsidiary undertakings operate defined contribution retirement benefit schemes. Payments to these schemes are charged as an expense in the period to which they relate. The assets of the schemes are held separately from those of the relevant company and Group in independently administered funds.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.
Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. 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 goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
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.
Deferred tax is measured on an undiscounted basis using the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Property, plant and equipment
Items of property, plant and equipment are stated at cost or valuation less accumulated depreciation and any recognised impairment loss. Freehold property is revalued on a periodic basis. Depreciation is charged so as to write off the cost or valuation of assets, less their residual values, over their estimated useful lives, using the straight line method, on the following bases:
Freehold property - 1.5% per annum
Plant and machinery - 4%-33% per annum
Investments
Investments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, including transaction costs. Available for sale current asset investments are carried at fair value with adjustments recognised in other comprehensive income.
Investment income
Income from investments is included in the income statement at the point the Group becomes legally entitled to it. Interest income and expenses are reported on an accruals basis using the effective interest method.
Impairment of property, plant and equipment and intangible assets (including goodwill)
At each reporting date the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and any risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but only so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Inventories
Inventories are stated at the lower of cost and net realisable value. Raw materials are valued at purchase price and the costs of ordinarily interchangeable items are assigned using a weighted average cost formula. The cost of finished goods comprises raw materials directly attributable to manufacturing processes based on product specification and packaging cost. Net realisable value is the estimated selling price in the ordinary course of business less any applicable selling expenses.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, overnight deposits and treasury deposits. The Group considers all highly liquid investments with original maturity dates of three months or less to be cash equivalents.
Financial assets
Recognition and derecognition
Financial assets and financial instruments are recognised when the Group becomes a party to the contractual provisions of the financial asset.
Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire, or when the financial asset and substantially all of the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and initial recognition of financial assets
Except for trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).
Financial assets, other than those designated and effective as hedging instruments are classified into the following categories:
- Amortised cost
- Fair value through profit or loss (FVTPL)
- Fair value through other comprehensive income (FVOCI)
The classification is determined by both:
- The entity's business model for managing the financial asset
- The contractual cash flow characteristics of the financial asset
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within administrative expenses.
Subsequent measurement of financial assets
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):
- They are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows
- The contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where its effect is immaterial. The Group's cash and cash equivalents, trade and most other receivables fall into this category. This category also includes investments in equity instruments.
Financial assets which are designated as FVTPL are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined with reference to active market transactions or using a valuation technique where no active market exists.
Impairment of financial assets
IFRS 9's impairment requirements use forward looking information to recognise expected credit losses - the 'expected credit loss (ECL) method'. Recognition of credit losses is no longer dependent on first identifying a credit loss event, but considers a broader range of information in assessing credit risk and credit losses including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
In applying this forward looking approach, a distinction is made between:
- Financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk ('stage 1') and
- Financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low ('stage 2').
Stage 3 would cover financial assets that have objective evidence of impairment at the reporting date.
12 month expected credit losses are recognised for the first category while lifetime expected credit losses are recognised for the second category. Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial asset.
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.
The Group assesses impairment of trade receivables on a collective basis, as they possess shared credit risk characteristics and they have been grouped based on the days past due.
Classification and measurement of financial liabilities
FVTPL: This category comprises only out-of-the-money derivatives. They are carried in the statement of financial position at fair value with changes in fair value recognised in the income statement.
Other financial liabilities: Other financial liabilities include trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.
Bank and other borrowings are initially recognised at the fair value of the amount advanced net of any transaction costs directly attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense in this context includes initial transaction costs and premia payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
Invoice discounting
The Group uses an invoice discounting facility and retains all significant benefits and risks relating to the relevant trade receivables. The gross amounts of the receivables are included within assets and a corresponding liability in respect of proceeds received from the facility is included within liabilities. The interest and charges are recognised as they accrue and are included in the income statement with other interest charges.
Significant management judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expenses. The nature of the Group's business is such that there can be unpredictable variation and uncertainty regarding its business. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Significant management judgements (other than estimates)
The judgements that have a significant impact on the carrying value of assets and liabilities are discussed below:
Consolidation
Management have concluded that it is not appropriate to utilise the exemption from consolidation available to investment entities under IFRS 10 as the Company is not considered to meet all of the essential elements of the definition of an investment entity as performance is not measured or evaluated on a fair value basis. Accordingly the consolidation includes all entities which the Company controls.
Deferred tax asset
The Group recognises a deferred tax asset in respect of temporary differences relating to capital allowances, revenue losses and other short term temporary differences when it considers there is sufficient evidence that the asset will be recovered against future taxable profits.
This requires management to make decisions on such deferred tax assets based on future forecasts of taxable profits. If these forecast profits do not materialise, or there is a change in the tax rates or to the period over which temporary timing differences might be recognised, the value of the deferred tax asset will need to be revised in a future period.
The most sensitive area of estimation risk is with respect to losses. The Group has losses for which no value has been recognised for deferred tax purposes in these financial statements, as future economic benefit of these temporary differences is not probable. If appropriate profits are earned in the future, recognition of the benefit of these losses may result in a reduced tax charge in a future period.
Significant estimates
Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different.
Useful lives of depreciable assets
The depreciation charge for an asset is derived using estimates of its expected useful life and expected residual value, which are reviewed annually. Increasing an asset's expected life or residual value would result in a reduced depreciation charge in the consolidated income statement.
Management determines the useful lives and residual values for assets when they are acquired, based on experience with similar assets and taking into account other relevant factors such as any expected changes in technology or regulations.
Inventories
In determining the cost of inventories management has to make estimates to arrive at cost and net realisable value.
Furthermore, determining the net realisable value of the wider range of products held requires judgement to be applied to determine the saleability of the product and estimations of the potential price that can be achieved. In arriving at any provisions for net realisable value management takes into account the age, condition and quality of the product stocked and the recent sales trend. The future realisation of these inventories may be affected by market-driven changes that may reduce future selling prices.
Fair value measurement
Management uses valuation techniques to determine the fair value of financial instruments (where active market quotes are not available) and non-financial assets. This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its assumptions on observable data as far as possible but this is not always available. In that case management uses the best information available. Estimated fair values may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date.
Recognition and calculation of right of use assets
Management assesses the discount rate to be applied to the leases held on an annual basis. They ensure the discount rate is in line with market rate.
New and revised standards and interpretations applied
The following amendments are effective for the period beginning 1 January 2024:
Classification of Liabilities as Current or Non-current (Amendment to IAS 1)
The Group has adopted the amendments to IAS 1 for the first time in the current year. The amendments require that an entity's right to defer settlement of a liability for at least twelve months after the reporting period must have substance and must exist at the end of the reporting period. Classification of a liability is unaffected by the likelihood that the entity will exercise its right to defer settlement for at least twelve months after the reporting period.
The adoption of these amendments has not had a material impact on the financial statements of the Group.
Lease Liability in a Sale and Leaseback (Amendment to IFRS 16)
The amendments to IAS 1 provide a requirement for the seller/lessee to determine 'lease payments' or 'revised lease payments' in a way that the seller/lessee would not recognise any amount of the gain or loss that relates to the right of use retained by the seller/lessee.
The Group is not party to any sale and leaseback arrangements.
Non-current Liabilities with Covenants (Amendments to IAS 1)
The Group has adopted the amendments to IAS 1 for the first time in the current year. Subsequent to the release of amendments to IAS 1 Classification of Liabilities as Current or Non-Current (as detailed above), the IASB amended IAS 1 further. If an entity's right to defer settlement of a liability is subject to the entity complying with specified conditions, such conditions affect whether that right exists at the end of the reporting period, if the entity is required to comply with the condition on or before the end of the reporting period and not if the entity is required to comply with the conditions after the reporting period. The amendments also provide clarification on the meaning of 'settlement' for the purpose of classifying a liability as current or non-current.
The adoption of these amendments has not had a material impact on the financial statements.
IAS 7 and IFRS 7 - Supplier finance amendments
The amendments to IAS 7 and IFRS 7 require entities to provide certain specific disclosures (qualitative and quantitative) related to supplier finance arrangements. The additional disclosures provide information about a Company's supplier finance arrangements that would enable users of the financial statements to assess the effects of these arrangements on the company's liabilities and cash flows, and the company's exposure to liquidity risk.
The Group was not party to any supplier finance arrangement during the financial year.
New and revised Standards and Interpretations in issue but not yet effective
At the date of authorisation of these financial statements, the Company has not early adopted the following amendments to Standards and Interpretations that have been issued but are not yet effective and have not been adopted early by the Group.
The following amendments are effective for the periods beginning on or after 1 January 2025:
| Lack of exchangeability - Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates | 1 January 2025 |
| Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures | 1 January 2026 |
| Annual Improvements to IFRS Accounting Standards - Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS7 | 1 January 2026 |
| Contracts Referencing Nature-dependent Electricity - Amendments to IFRS 9 and IFRS 7 | 1 January 2026 |
| IFRS 18 Presentation and Disclosure in Financial Statements | 1 January 2027 |
| IFRS 19 Subsidiaries without Public Accountability: Disclosures | 1 January 2027 |
These have been endorsed and adopted for use in the UK.
The directors do not expect any material impact as a result of adopting the standards and amendments listed above in the financial year they become effective.
2 Operating profit
Operating profit is stated after charging:
| | 2024 £'000 | 2023 £'000 |
| | | |
| Staff costs | 8,874 | 7,450 |
| Depreciation of property, plant and equipment | 1,124 | 1,011 |
| Auditor's fees - audit services | 43 | 41 |
| |
|
|
| The analysis of audit fees is as follows: | | |
| - for the audit of the Company's annual accounts | 10 | 9 |
| - for the audit of the Company's subsidiaries' accounts | 33 | 32 |
| |
|
|
| | 43 | 41 |
| |
|
|
3 Staff costs
Staff costs comprise:
| |
£'000 |
£'000 |
| | | |
| Wages and salaries | 7,989 | 6,746 |
| Employer's National Insurance contributions | 691 | 545 |
| Defined contribution pension cost | 194 | 159 |
| |
|
|
| | 8,874 | 7,450 |
| |
|
|
The average number of employees (including Directors) in the Group was as follows:
| | 2024 Number | 2023 Number |
| | | |
| Engineering, production and professional | 237 | 209 |
| Sales and marketing | 12 | 12 |
| Administration and management | 39 | 40 |
| |
|
|
| | 288 | 261 |
| |
|
|
4 Directors' remuneration
The remuneration of the Directors was as follows:
| | Salaries & fees 2024 £'000 | Other benefits 2024 £'000 |
Total 2024 £'000 |
| | | | |
| David Buchler | 45 | - | 45 |
| Nick Lander | 9 | 1 | 10 |
| Michael Tzirki | 18 | - | 18 |
| | | | |
| |
|
|
|
| | 72 | 1 | 73 |
| |
|
|
|
| | Salaries & fees 2023 £'000 | Other benefits 2023 £'000 |
Total 2023 £'000 |
| | | | |
| David Buchler | 45 | - | 45 |
| Jonathan Lander (until 28 August 2023) | 7 | - | 7 |
| Nick Lander Michael Tzirki | 9 6 | 1 - | 10 6 |
| |
|
|
|
| | 67 | 1 | 68 |
| |
|
|
|
The services of Nick Lander were provided partly under the terms of a Service Agreement with D2L Partners LLP. The amount due under this agreement, which is in addition to the amounts disclosed above, for the year amounted to £400,000 (2023: £549,000). Amounts owed to D2L Partners LLP at the year end totalled £nil (2023: £nil).
The amount paid to David Buchler in the year was paid to DB Consultants Limited (January to June 2024) (which is controlled by him and is therefore a related party) and July to December 2024 (in his own name) and the amount outstanding at the year end was £nil (2023: £nil).
Michael Tzirki is a member of the Group's defined contribution pension plan by virtue of his employment with Shire Foods Limited. The amount payable in the year is included in that company's financial statements.
5 Operating segments
Analysis by business segment:
An analysis of key financial data by business segment is provided below. The Group's food manufacturing segment is engaged in the production and sale of food products to third party customers, and the investing and management services segment incurs central costs, provides management services and financing to other Group segments and undertakes treasury management on behalf of the Group. A more detailed description of the activities of each segment is given in the Strategic Report.
|
|
Food manufacturing 2024 £'000 |
Investing and management services 2024 £'000 |
Total 2024 £'000 |
| ||
|
Revenue |
49,040 |
- |
49,040 |
| ||
| |
|
|
|
| ||
| Profit before tax(1) | 6,171 | 166 | 6,337 |
| ||
| |
|
|
|
| ||
|
|
Food manufacturing 2023 £'000 |
Investing and management services 2023 £'000 |
Total 2023 £'000 |
| ||
|
| | | |
| ||
|
Revenue |
42,950 |
- |
42,950 |
| ||
| |
|
|
|
| ||
| Profit/(loss) before tax(1) | 3,861 | (225) | 3,636 |
| ||
| |
|
|
|
| ||
|
|
Food manufacturing 2024 £'000 |
Investing and management services 2024 £'000 |
Total 2024 £'000 | |||
|
| | | | |||
| Assets | 27,668 | 23,230 | 50,898 | |||
| Liabilities and provisions | (8,566) | (437) | (9,003) | |||
|
|
|
|
| |||
| Net assets(2) | 19,102 | 22,793 | 41,895 | |||
| |
|
|
| |||
|
|
Food manufacturing 2023 £'000 |
Investing and management services 2023 £'000 |
Total 2023 £'000 | |||
|
| | | | |||
| Assets | 22,175 | 23,236 | 45,411 | |||
| Liabilities and provisions | (7,766) | (136) | (7,902) | |||
|
|
|
|
| |||
| Net assets(2) | 14,409 | 23,100 | 37,509 | |||
| |
|
|
| |||
(1) stated before intra-group interest and management charges
(2) assets and liabilities stated excluding intra-group balances
| Continuing operations |
Food manufacturing 2024 £'000 |
Investing and management services 2024 £'000 |
Total 2024 £'000 |
| | | | |
| Capital spend | 717 | - | 717 |
| Depreciation | 1,124 | - | 1,124 |
| Interest income (non-Group) | - | (972) | (972) |
| Interest expense (non-Group) | 100 | - | 100 |
| Tax expense | 1,479 | 4 | 1,483 |
| |
|
|
|
|
Continuing operations |
Food manufacturing 2023 £'000 |
Investing and management services 2023 £'000 |
Total 2023 £'000 |
| | | | |
| Capital spend | 785 | - | 785 |
| Depreciation | 1,010 | 1 | 1,011 |
| Interest income (non-Group) | - | (725) | (725) |
| Interest expense (non-Group) | 172 | - | 172 |
| Tax credit/(expense) | 442 | 687 | 1,129 |
| |
|
|
|
Geographical analysis:
| | External revenue by location of customers | Non-current assets by location of assets |
| ||
| | 2024 | 2023 | 2024 | 2023 |
|
| | £'000 | £'000 | £'000 | £'000 |
|
| | | | | |
|
| UK | 47,842 | 41,758 | 7,698 | 7,905 |
|
| Rest of Europe | 1,198 | 1,192 | - | - |
|
| |
|
|
|
|
|
| | 49,040 | 42,950 | 7,698 | 7,905 |
|
|
|
|
|
|
|
|
| The Group had 4 (2023: 4) customers (all in the food manufacturing segment) that individually accounted for in excess of 10% of the Group's revenues as follows: | |||||
| | 2024 £'000 | 2023 £'000
|
| | | |
| First customer | 17,827 | 20,337 |
| Second customer | 14,916 | 7,453 |
| Third customer | 7,759 | 6,552 |
| Fourth customer | 7,246 | 6,129 |
| |
|
|
Revenue is recognised when goods are delivered and there is minimal uncertainty over the timing and amount of revenue recognition. All revenue has been recognised in one instance in the current and prior year. The Group has no material balances which arise from contracts with customers save for trade receivables as set out in note 13.
6 Discontinued operations
On 8 November 2022, two subsidiary undertakings in the Group, Indulgence Patisserie Limited and Indulgence Foods Limited, ceased operations.
The loss relating to these subsidiaries (before intra-Group management charges) in the year was as follows:
| | 2024 | 2023 |
| | £'000 | £'000 |
|
| | |
| Revenue | 3 | 101 |
| Cost of sales | - | (133) |
| |
|
|
| Gross profit/(loss) | 3 | (32) |
| Administrative expenses | (5) | (36) |
| Distribution expenses | - | (22) |
| |
|
|
| Operating loss | (2) | (90) |
| | | |
| Profit on sale of tangible fixed asset investments | - | 130 |
| |
|
|
| (Loss)/profit before tax | (2) | 40 |
| Income tax (charge)/credit | (16) | 186 |
|
|
|
|
| (Loss)/gain from discontinued operations | (18) | 226 |
| |
|
|
Cash flows generated by Indulgence Patisserie Limited and Indulgence Foods Limited for the reporting periods under review were as follows:
| | 2024 | 2023 |
| | £'000 | £'000 |
|
| | |
| Operating activities | (270) | 964 |
| Investing activities | - | 2,238 |
| Financing activities | - | (5) |
| |
|
|
| Cash flows from discontinued operations | (270) | 3,197 |
| |
|
|
At 31 December 2024, the assets and liabilities of Indulgence Patisserie Limited and Indulgence Foods Limited (stated inclusive of intra-Group balances), were as follows:
| | 2024 |
| | £'000 |
| Non-current assets | |
| Assets held for sale | - |
| Property, plant and equipment | - |
| |
|
| Total non-current assets | - |
|
| |
| Current assets | |
| Inventories | - |
| Trade and other receivables | 44 |
| Cash and cash equivalents | - |
| |
|
| Total current assets | 44 |
| |
|
| Total assets | 44 |
|
|
|
| Current liabilities | |
| Loans and other borrowings | (4,564) |
| Leases | - |
| Trade and other payables | (77) |
| |
|
| Total liabilities | (4,641) |
| |
|
| Provisions - deferred tax | - |
| |
|
| Net liabilities | (4,597) |
| |
|
7 Investment revenues, other gains and losses and finance income and expense
| | 2024 | 2023 |
| | £'000 | £'000 |
| Finance income | | |
| Bank interest receivable | 972 | 725 |
| Investment revenues | 85 | 80 |
| |
|
|
| | 1,057 | 805 |
| |
|
|
| Finance expense | | |
| Bank interest | (2) | (38) |
| Lease interest | (53) | (52) |
| Other interest and finance charges | (45) | (82) |
| |
|
|
| | (100) | (172) |
| |
|
|
8 Income tax
|
| 2024 | 2023 |
|
| £'000 | £'000 |
| |
|
|
| Corporation tax charge recognised in income statement - current year | 1,462 | 356 |
| Deferred tax charge recognised in income statement - current year | 21 | 773 |
|
|
|
|
| Total tax charge recognised in income statement | 1,483 | 1,129 |
|
Deferred tax charge recognised in equity |
328 |
- |
|
|
|
|
| Total tax charge recognised | 1,811 | 1,129 |
|
|
|
|
The reasons for the difference between the actual tax expense in the income statement for the year and the standard rate of corporation tax in the UK applied to profits for the year are as follows:
| |
2024 £'000 |
2023 £'000 |
| | | |
| Profit before tax | 6,337 | 3,636 |
| |
|
|
| Expected tax charge based on the prevailing rate of corporation tax in the UK of 25% (2023 - 23.5%) | 1,584 | 855 |
|
Effects of:
|
|
|
| Income not taxed | (21) | (19) |
| Super deduction and capital allowance adjustments | - | (15) |
| Other adjustments | 24 | 12 |
| Losses utilised | (108) | - |
| Effect of changes in rate of tax | - | 47 |
| Group relief from discontinued operations | (1) | 258 |
| Adjustments relating to prior periods | 5 | (9) |
| |
|
|
| Total tax recognised in income statement | 1,483 | 1,129 |
| |
|
|
Deferred tax assets and liabilities are recognised at rates of tax substantively enacted as at the balance sheet date. Deferred tax assets are recognised to the extent that they are considered recoverable. See also note 19.
9 Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
| Earnings for the purposes of earnings per share: |
2024 £'000 |
2023 £'000 |
|
Profit/(loss) attributable to equity holders of the parent company: From continuing operations From discontinued operations |
3,985 (18) |
1,892 226 |
|
|
|
|
| EEa Weighted average number of shares for the purposes of earnings per share:
|
2024 No. |
2023 No. |
|
Weighted average number of ordinary shares in issue |
2,245,533 |
2,345,696 |
| Dilutive effect of potential ordinary shares | - | - |
| |
|
|
| Weighted average number of ordinary shares for diluted EPS | 2,245,533 | 2,345,696 |
| |
|
|
There were no share options (or other dilutive instruments) in issue during the year or the previous year.
10 Subsidiaries
The subsidiaries of Volvere plc, all of which have been included in these consolidated financial statements, are as follows:
|
Name |
Registered address
|
Principal Activity | Proportion of ownership interest in ordinary shares at 31 December 2024
|
| Volvere Central Services Limited | Note 1 | Group support services | 100% |
| NMT Group Limited | Note 2 | Investment | 98.6% |
| Shire Foods Limited | Note 1 | Food manufacturing | 80% |
| Indulgence Foods Limited | Note 1 | Dormant | 100% |
| Indulgence Patisserie Limited | Note 1 | Food Manufacturing, now ceased trading | 100% |
| Naughty Vegan Limited | Note 1 | Dormant | 100%
|
Note 1 - Registered at Shire House, Tachbrook Road, Leamington Spa, Warwickshire, CV31 3SF, England.
Note 2 - Registered at 4th Floor 115 George Street, Edinburgh, EH2 4JN, Scotland.
11 Property, plant and equipment
| |
Freehold £'000 |
Plant & Machinery £'000 |
Total £'000 |
| Cost or valuation
| | | |
| At 1 January 2023 | 3,750 | 9,850 | 13,600 |
| Additions | - | 785 | 785 |
| Disposals | - | (509) | (509) |
| |
|
|
|
| At 31 December 2023 and 1 January 2024 | 3,750 | 10,126 | 13,876 |
| Additions | - | 717 | 717 |
| Disposals | - | (81) | (81) |
| Revaluation | 200 | - | 200 |
| |
|
|
|
| At 31 December 2024 | 3,950 | 10,762 | 14,712 |
|
|
|
|
|
| Accumulated depreciation
| | | |
| At 1 January 2023 | 115 | 5,343 | 5,458 |
| Charge for the year | 58 | 953 | 1,011 |
| Eliminated on disposal | - | (498) | (498) |
| |
|
|
|
| At 31 December 2023 and 1 January 2024 | 173 | 5,798 | 5,971 |
| Charge for the year | 59 | 1,065 | 1,124 |
| Disposals | - | (81) | (81) |
| |
|
|
|
| At 31 December 2024 | 232 | 6,782 | 7,014 |
| |
|
|
|
| Net book value | | | |
|
| | | |
| At 31 December 2024 | 3,718 | 3,980 | 7,698 |
| |
|
|
|
| At 31 December 2023 | 3,577 | 4,328 | 7,905 |
|
|
|
|
|
The freehold property owned by Shire Foods Limited was revalued by an independent valuation specialist to £3,950,000 in May 2024 and this valuation was included as at 31 December 2024.
Under the historical cost model, the carrying value of freehold property would be £2,135,000. All other property, plant and equipment is carried at cost less accumulated depreciation. At the year end, the Directors consider that the fair value of the properties is not materially different from their carrying values.
Management considers there to be no indicators to suggest that any items of property, plant and equipment are impaired. Property, plant and equipment (which is all held within Shire Foods Limited) with a net book value of £7.70 million is pledged as collateral for Group borrowings (all of which are within Shire Foods Limited).
Right of use assets
The Group leases certain plant and equipment. In all cases, the lease obligations are secured by the lessor's title to the leased assets. The right-of-use assets included in the statement of financial position are as follows:
Amounts recognised in the statement of financial position
| Group | 2024 | | 2023 |
|
| £'000 | | £'000 |
|
| | | |
| Net book values | 1,451 | | 1,724 |
Amounts recognised in the statement of comprehensive income
| Group | 2024 | | 2023 |
|
| £'000 | | £'000 |
|
| | | |
| Interest expense on lease liabilities | 53 | | 52 |
| Expense relating to short-term leases | - | | - |
| Depreciation charge for the year | 389 | | 364 |
The aggregate undiscounted commitments for short-term and low value leases at the year-end was £nil (2023 - £nil).
12 Inventories
| | 2024 £'000
| 2023 £'000
|
| Raw materials Finished products | 2,573 3,662 | 2,857 3,068 |
| |
|
|
| | 6,235 | 5,925 |
| |
|
|
The total amount of inventories consumed in the year and charged to cost of sales was £27.44 million (2023: £25.91 million).
13 Trade and other receivables
| | 2024 £'000 | 2023 £'000 |
| | | |
| Trade receivables | 7,712 | 6,936 |
| Less: provision for impairment of trade receivables | - | - |
| |
|
|
| Net trade receivables | 7,712 | 6,936 |
| Other receivables | 204 | 185 |
| Prepayments and accrued income | 1,207 | 722 |
| |
|
|
| | 9,123 | 7,843 |
| |
|
|
Certain of the Group's subsidiaries have invoice discounting arrangements for their trade receivables which are pledged as collateral. Under these arrangements it is considered that the subsidiaries remain exposed to the risks and rewards of ownership, principally in the form of credit risk, and so the assets continue to be recognised. The associated liabilities arising restrict the subsidiaries' use of the assets.
The carrying amount of the assets and associated liabilities is as follows:
| | 2024 £'000 | 2023 £'000 |
| | | |
| Trade receivables | 7,712 | 6,936 |
| Borrowings | (27) | (149) |
| |
|
|
| | 7,685 | 6,787 |
| |
|
|
Because of the normal credit periods offered by the subsidiaries, it is considered that the fair value matches the carrying value for the assets and associated liabilities.
The Group is exposed to credit risk with respect to trade receivables due from its customers, primarily in the food manufacturing segment. This segment has a significant dependency on a small number of large customers who can and do place significant contracts. Provisions for bad and doubtful debts are made based on management's assessment of the risk taking into account the ageing profile, experience and circumstances. There were no significant amounts due from individual customers where the credit risk was considered by the Directors to be significantly higher than the total population.
During the year, several customers were invoiced in foreign currency. The Group does not hedge its exposure to foreign exchange risk but monitors product margins and foreign exchange gains and losses each month. In the event of a permanent and unfavourable movement in exchange rates, the Group would review foreign currency-based selling prices. At the balance sheet date, trade receivables consisted of customers invoiced in Euros and sterling as follows:
| | | | | |
| Trade receivables | 2024 £'000 | 2023 £'000 |
| | | |
| Denominated in sterling | 7,712 | 6,936 |
| Denominated in Euros | - | - |
| |
|
|
| | 7,712 | 6,936 |
| |
|
|
The ageing analysis of trade receivables is disclosed below:
| | 2024 £'000 | 2023 £'000 |
| | | |
| Up to 3 months | 7,623 | 6,843 |
| 3 to 6 months | 13 | 12 |
| 6 to 12 months | 0 | 9 |
| Over 12 months | 76 | 72 |
| |
|
|
| | 7,712 | 6,936 |
| |
|
|
14 Cash and cash equivalents
| | 2024 £'000 | 2023 £'000 |
| | | |
| Cash at bank and in hand | 25,053 | 22,139 |
| |
|
|
15 Available for sale investments
During the year the Group invested in equity securities pursuant to its treasury management policies. The investments held at the year end are carried at fair value of £2.79 million (2023: £1.60 million) and have been classified as available for sale. The cost of the securities was £1.69 million (2023: £1.69 million).
| | 2024 £'000 | 2023 £'000 |
| | | |
| Available for sale investments | 2,789 | 1,599 |
| |
|
|
16 Trade and other payables (current)
| | 2024 £'000 | 2023 £'000 |
| | | |
| | | |
| Trade payables | 3,362 | 2,483 |
| Other tax and social security | 266 | 873 |
| Other payables | 35 | 34 |
| Accruals | 2,586 | 1,565 |
| |
|
|
| | 6,249 | 4,955 |
| |
|
|
The fair value of all trade and other payables approximates to book value at 31 December 2024 and at 31 December 2023.
17 Financial instruments - risk management
The Group's principal financial instruments are:
· Trade receivables
· Cash at bank
· Loans and right of use leases
· Trade and other payables
The Group is exposed through its operations to the following financial risks:
· Cash flow interest rate risk
· Foreign currency risk
· Liquidity risk
· Credit risk
· Other market price risk
Policy for managing these risks is set by the Board following recommendations from the Co-founder/Director. Certain risks are managed centrally, while others are managed locally following guidelines communicated from the centre. The policy for each of the above risks is described in more detail below.
Interest rate risk
Due to the relatively low level of borrowings, the Directors do not have an explicit policy for managing cash flow interest rate risk. All current and recent borrowing (other than in respect of leasing) has been on variable terms, and the Group has cash reserves sufficient to repay all borrowings promptly in the event of a significant increase in market interest rates. All cash is managed centrally and subsidiary operations are not permitted to arrange borrowing independently.
The Group's investments may attract interest at fixed or variable rates, or none at all. The market price of such investments may be impacted positively or negatively by changes in underlying interest rates. It is not considered relevant to provide a sensitivity analysis on the effect of changing interest rates since, at the year end, none of the Group's investments were interest bearing.
Foreign currency risk
Foreign exchange risk arises when individual Group operations enter into transactions denominated in a currency other than their functional currency (sterling). The Directors monitor and review their foreign currency exposure on a regular basis. The Directors are of the opinion that the exposure to foreign currency risk is not significant.
Liquidity risk
The Group maintains significant cash reserves and therefore does not require facilities with financial institutions to provide working capital. Surplus cash is managed centrally to maximise the returns on deposits.
Credit risk
The Group is mainly exposed to credit risk from credit sales. The Group's policy for managing and exposure to credit risk is disclosed in note 13.
Other market price risk
The Group has generated a significant amount of cash and this has been held partly as cash deposits and partly invested pursuant to the Group's investing strategy.
Capital management
The Group's main objective when managing capital is to protect returns to shareholders by ensuring the Group will trade profitably in the foreseeable future. The Group also aims to maximise its capital structure of debt and equity so as to minimise its cost of capital.
The Group manages its capital with regard to the risks inherent in the business and the sector within which it operates by monitoring its gearing ratio on a regular basis.
The Group considers its capital to include share capital, share premium, fair value reserve and retained earnings. Net debt includes short and long-term borrowings (including lease obligations) and shares classed as financial liabilities, net of cash and cash equivalents. The Group has not made any changes to its capital management during the year. The Group is not subject to any externally imposed capital requirements.
An analysis of what the Group manages as capital is outlined below:
| | 2024 £'000 | 2023 £'000 |
| | | |
| Total debt | (1,147) | (1,702) |
| Cash and cash equivalents | 25,053 | 22,139 |
| |
|
|
| Net funds | 23,906 | 20,437 |
| |
|
|
| Total equity (capital) | 41,895 | 37,497 |
| |
|
|
| Net funds to capital ratio | 57.1% | 54.5% |
| |
|
|
Reconciliation of movement in net cash
| | Net cash at 1 January 2024 |
Cash flow | Repayment of borrowings | Other non- cash items | Net cash at 31 December 2024 | |
| | £'000 | £'000 | £'000 | £'000 | £'000 | |
| | | | | | | |
| Cash at bank and in hand | 22,139 | 2,914 | - | - | 25,053 |
|
| Borrowings | (1,702) | - | 662 | (107) | (1,147) |
|
| |
|
|
|
|
|
|
| Total financial liabilities | 20,437 | 2,914 | 662 | (107) | 23,906 |
|
| |
|
|
|
|
|
|
Non-cash items of £107,000 relate to the increase in lease finance arising on the purchase of property, plant and equipment.
18 Financial assets and liabilities - numerical disclosures
Analysis of financial assets by category:
| 31 December 2024 | Amortised cost | FVOCI | Total |
|
| £'000 | £'000 | £'000 |
| Financial assets | | | |
| Trade and other receivables | 9,123 | - | 9,123 |
| Cash and cash equivalents | 25,053 | - | 25,053 |
| Available for sale investments | - | 2,789 | 2,789 |
| |
|
|
|
| Total assets | 34,176 | 2,789 | 36,965 |
| |
|
|
|
| Financial liabilities | | | |
| Non-current borrowings | 840 | - | 840 |
| Current borrowings | 307 | - | 307 |
| Trade and other payables | 6,249 | - | 6,249 |
| |
|
|
|
| Total liabilities | 7,396 | - | 7,396 |
| |
|
|
|
| 31 December 2023 | Amortised cost | FVOCI | Total |
|
| £'000 | £'000 | £'000 |
| Financial assets | | | |
| Trade and other receivables | 7,843 | - | 7,843 |
| Cash and cash equivalents | 22,139 | - | 22,139 |
| Available for sale investments | - | 1,599 | 1,599 |
| |
|
|
|
| Total assets | 29,982 | 1,599 | 31,581 |
| |
|
|
|
| Financial liabilities | | | |
| Non-current borrowings | 1,071 | - | 1,071 |
| Current borrowings | 631 | - | 631 |
| Trade and other payables | 4,955 | - | 4,955 |
| |
|
|
|
| Total liabilities | 6,657 | - | 6,657 |
| |
|
|
|
Fair values
Assets held at fair value fall into three categories, depending on the valuation techniques used, as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices);
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Directors consider the carrying values of all financial assets and liabilities to be a reasonable approximation of their fair values.
All other assets, and all liabilities are carried at amortised cost.
Maturity of financial liabilities
The maturity of borrowings (including right of use leases) carried at amortised cost is as follows:
| | 2024 £'000 | 2023 £'000 |
| | | |
| Less than six months | 146 | 403 |
| Six months to one year | 161 | 234 |
| One to two years | 266 | 294 |
| Two to five years | 549 | 601 |
| More than five years | 25 | 170 |
| |
|
|
| | 1,147 | 1,702 |
| |
|
|
The above borrowings are analysed on the balance sheet as follows:
| | 2024 £'000 | 2023 £'000 |
| | | |
| Loans and other borrowings (current) | 98 | 269 |
| Leases (current) | 209 | 368 |
| Loans and other borrowings (non-current) | 573 | 698 |
| Leases (non-current) | 267 | 367 |
| |
|
|
| | 1,147 | 1,702 |
| |
|
|
Borrowings are secured on certain assets of the Group, and interest was charged at rates of between 2% and 4% during the year. Including interest that is expected to be paid, the maturity of borrowings (including leases) is as follows:
| | 2024 £'000 | 2023 £'000 |
| | | |
| Less than six months | 175 | 447 |
| Six months to one year | 188 | 272 |
| One to two years | 305 | 345 |
| Two to five years | 597 | 677 |
| More than five years | 25 | 174 |
| |
|
|
| | 1,290 | 1,915 |
| |
|
|
The above borrowings including interest that is expected to be paid are analysed as follows:
| | 2024 £'000 | 2023 £'000 |
| | | |
| Loans and other borrowings (current) | 122 | 300 |
| Leases (current) | 241 | 419 |
| Loans and other borrowings (non-current) | 622 | 770 |
| Leases (non-current) | 305 | 426 |
| |
|
|
| | 1,290 | 1,915 |
| |
|
|
The maturity of other financial liabilities, excluding loans and borrowings, carried at amortised cost is as follows:
| | 2024 £'000 | 2023 £'000
|
| Less than six months | 3,628 | 3,356 |
|
|
|
|
19 Deferred tax
Movements in deferred tax provisions are outlined below:
| | Accelerated tax depreciation | Other timing differences |
Re-valuations |
Losses |
Total |
| | £'000 | £'000 | £'000 | £'000 | £'000 |
| | | | | | |
| At 1 January 2024 | (762) | 40 | (527) | 4 | (1,245) |
| Recognised in P&L during the year | (1) | (16) | - | (4) | (21) |
| Recognised in equity during the year | - | - | (328) | - | (328) |
| Derecognised on discontinued operations | - | (13) | - | - | (13) |
| |
|
|
|
|
|
| At 31 December 2024 | (763) | 11 | (855) | - | (1,607) |
| |
|
|
|
|
|
Previous year movements were as follows:
| | Accelerated tax depreciation | Other timing differences |
Re-valuations |
Losses |
Total |
| | £'000 | £'000 | £'000 | £'000 | £'000 |
| | | | | | |
| At 1 January 2023 | (662) | 4 | (824) | 819 | (663) |
| Recognised in P&L during the year | (83) | 11 | - | (701) | (773) |
| Derecognised on discontinued operations | (17) | 18 | 297 | (107) | (191) |
| |
|
|
|
|
|
| At 31 December 2023 | (762) | 33 | (527) | 11 | (1,245) |
| |
|
|
|
|
|
In addition, there are unrecognised net deferred tax assets as follows:
| | 2024 £'000 | 2023 £'000 |
| | | |
| Tax losses carried forward | 683 | 819 |
| Excess of depreciation over capital allowances | - | - |
| Short term temporary differences | - | - |
| |
|
|
| Net unrecognised deferred tax asset | 683 | 819 |
| |
|
|
Deferred tax assets and liabilities have been calculated using the rate of corporation tax expected to apply when the relevant temporary differences reverse of 25% (2023 - 25%). Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle the balances net.
The unrecognised elements of the deferred tax assets have not been recognised because there is insufficient evidence that they will be recovered because such losses are within entities that are not expected to yield future profits. The losses cannot be used to offset against profits in other entities as the losses arose prior to 1 April 2017 and can therefore only be offset against any profits made by the entity that incurred the loss.
20 Share capital
|
| Authorised | |||
|
| 2024 Number | 2024 £'000 | 2023 Number | 2023 £'000 |
|
|
|
|
|
|
| Ordinary shares of £0.0000001 each | 100,100,000 | - | 100,100,000 | - |
| A shares of £0.49999995 each | 50,000 | 25 | 50,000 | 25 |
| B shares of £0.49999995 each | 50,000 | 25 | 50,000 | 25 |
| Deferred shares of £0.00000001 each | 4,999,999,500,000 | 50 | 4,999,999,500,000 | 50 |
|
|
| |
| |
|
|
|
|
|
|
|
|
| 100 |
| 100 |
|
|
|
|
|
|
|
| Issued and fully paid | |||
|
| 2024 Number | 2024 £'000 | 2023 Number | 2023 £'000 |
|
|
|
|
|
|
| Ordinary shares of £0.0000001 each | 6,207,074 | - | 6,207,074 | - |
| Deferred shares of £0.00000001 each | 4,999,994,534,697 | 50 | 4,999,994,534,697 | 50 |
|
|
| |
| |
|
|
|
|
|
|
|
|
| 50 |
| 50 |
|
|
|
|
|
|
Treasury shares
During the year the Company acquired 119,000 (2023: 36,500) of its own Ordinary shares for total consideration of £1,512,000 (2023: £427,000). This brought the total number of Ordinary shares held in treasury to 3,998,152 (2023: 3,879,152) with an aggregate nominal value of less than £1. At the year end the total number of Ordinary shares outstanding (excluding treasury shares) was 2,208,922 (2023: 2,327,922).
Rights attaching to deferred shares & A and B shares
The Deferred shares carry no rights to participate in the profits of the Company and carry no voting rights. After the distribution of the first £10 billion in assets in the event of a return of capital (other than a purchase by the Company of its own shares), the Deferred shares are entitled to an amount equal to their nominal value.
The Company has no A and B shares in issue. These shares have conversion rights allowing them to convert into Ordinary shares on a pre-determined formula. All A and B shares previously in issue have been converted into Ordinary shares.
21 Reserves
All movements on reserves are disclosed in the consolidated statement of changes in equity.
The following describes the nature and purpose of each reserve within owners' equity:
| Reserve | Nature and purpose |
| | |
| Share premium | Amount subscribed for share capital in excess of nominal value |
| | |
| Revaluation reserves | Cumulative net unrealised gains and short-term losses arising on the revaluation of the Group's available for sale investments and freehold property |
| | |
| Retained earnings | Cumulative net gains and losses recognised in the statement of comprehensive income, other than those included in revaluation reserves |
22 Related party transactions
Details of amounts payable to Directors, and parties related to the Directors, are disclosed in note 4. There were no other transactions with key members of management other than in respect of out-of-pocket expenses properly incurred, and no other transactions with related parties.
23 Contingent liabilities
The Group had no material contingent liabilities as at the date of these financial statements.
24 Non-controlling interests
The non-controlling interests of £3,891,000 (2023: £2,992,000) relate to the net assets attributable to the shares not held by the Group at 31 December 2024 in the following subsidiaries:
|
Name of subsidiary | 2024 £'000 | 2023 £'000 |
|
| | |
| NMT Group Limited | 70 | 68 |
| Shire Foods Limited | 3,821 | 2,924 |
|
|
|
|
|
| 3,891 | 2,992 |
|
|
|
|
Summarised financial information (before intra-group eliminations) in respect of those subsidiaries with material non-controlling interests is presented below:
|
| |
Shire Foods Limited
| ||
|
| | 2024 £'000 | 2023 £'000 | |
| Non-current assets Current assets Non-current liabilities Current liabilities | 7,698 19,926 (840) (6,298) | 7,905 14,152 (1,071) (5,059) | ||
| Provisions | (1,352) | (1,285) | ||
|
|
|
|
| |
|
| Net assets (equity) | 19,134 | 14,642 | |
|
|
|
|
| |
|
| Group | 15,313 | 11,718 | |
|
| Non-controlling interests | 3,821 | 2,924 | |
|
|
|
|
| |
|
|
| 19,134 | 14,642 | |
|
|
|
|
| |
| Revenue | 49,040 | 42,965 |
| |
|
|
| Profit for the year after tax (stated after intra-group management and interest charges) |
4,342 |
3,071 |
| |
|
|
| Profit for the year attributable to non-controlling interests | 867 | 614 |
|
|
|
|
- END -
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