Company Number 04478674
VOLVERE PLC
Annual report and financial statements
Year ended 31 December 2022
Volvere plc
Annual report and financial statements for the year ended 31 December 2022
Contents
Page
1
2
10
16
19
20
25
26
27
28
29
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58
59
60
Directors and professional advisers
Strategic report
Corporate governance report
Directors’ report
Statement of Directors’ responsibilities
Independent auditor’s report
Consolidated income statement
Consolidated statement of comprehensive income
Consolidated statement of changes in equity
Consolidated statement of financial position
Consolidated statement of cash flows
Notes forming part of the consolidated financial statements
Parent Company balance sheet
Parent Company statement of changes in equity
Notes forming part of the Parent Company financial statements
Country of incorporation
England and Wales
Company secretary
Nick Lander
Company number
04478674
Registered office
Shire House
Tachbrook Road
Leamington Spa
Warwickshire
CV31 3SF
Tel: 020 7634 9700
Web:www.volvere.co.uk
Volvere plc
Directors and professional advisers
Directors
David Buchler, Non-Executive Chairman, aged 71
David is a Chartered Accountant and has over 39 years of experience in the field of corporate turnaround. He
was a partner at Arthur Andersen prior to becoming a founding partner of Buchler Phillips, one of the UK’s
leading financial recovery and restructuring specialists, which was acquired by the Kroll Inc. Company in 1999,
the world’s leading risk mitigation firm. Until 2003, he was Chairman of Kroll for Europe and Africa. He is a
former President of R3, the association of business recovery and turnaround professionals, as well as a member
of the Institute for Turnaround, Trustee of Syracuse University, former Vice-Chairman of Tottenham Hotspur
Football Club and former Deputy Chairman of the English National Opera. He has been, and is, a Director of a
number of public companies.
Jonathan Lander, Chief Executive Officer, aged 55
Jonathan is a founder and Chief Executive Officer of Volvere. He has over 30 years of experience in financial
services, including ten years with Credit Suisse First Boston, SG Warburg and Nomura. In 1998 he founded
D2L, a venture capital firm which ran one of the first technology start-up accelerators in London. He has been
both an adviser to and principal investor in numerous public and private emerging growth companies. He holds
an M.A. in Law from Cambridge University and is a Chartered Financial Analyst.
Nick Lander, Chief Financial & Operating Officer and Company Secretary, aged 56
Nick is a founder and Chief Financial & Operating Officer of Volvere. He has worked for a number of private
and public companies in both financial and operational roles. He previously held the position of Corporate
Development Director at Clyde Blowers PLC and spent 6 years with APV plc (formerly part of Invensys plc),
latterly as Managing Director of a subsidiary business. Nick qualified as a chartered accountant with
PricewaterhouseCoopers in 1990. He is a former Council member of the Institute of Chartered Accountants of
Scotland and serves as a member of the Regulation Board and Business Policy Committee.
Bankers
Bank of Scotland
The Mound
Edinburgh
EH1 1YZ
Solicitors
Nominated adviser
Marriott Harrison LLP
80 Cheapside
London
EC2V 6EE
Cairn Financial Advisers LLP
Ninth Floor, 107 Cheapside
London
EC2V 6DN
Auditor
James Cowper Kreston Audit
Reading Bridge House
George Street
Reading
RG1 8LS SW1 2AF
Joint Broker
Hobart Capital Markets LLP Canaccord Genuity Limited
Dean Bradley House
52 Horseferry Road
London
88 Wood Street
London
EC2V 7QR
Joint Broker
1
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Strategic report – Chief Executive’s statement
The strategic report is set out in three parts comprising the Chairman’s statement, the Chief Executive’s
statement, and the financial review. The three parts should be read and considered together and not in isolation.
Chairman’s statement
I am pleased to report on the results for the year ended 31 December 2022.
The Group’s performance in 2022 was satisfactory given that we closed one of our two subsidiaries in the
second half of the year. The decision to close Indulgence Patisserie, whilst regrettable, was necessary to curtail
increasing losses. Our other subsidiary, Shire Foods, performed well in a highly inflationary environment.
Group revenue from continuing operations was £38.03 million (2021 as restated: £30.70 million) and the profit
before tax from continuing operations was £2.33 million (2021 as restated: £1.07 million).
Following share buy-backs in the year, the Group’s total net assets were £35.75 million (2021: £37.05 million),
with net assets per share* increasing to £13.90 (2021: £13.49). This places the Group in a strong position to
capitalise on opportunities as they arise.
David Buchler
Chairman
24 May 2023
*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 21.
Chief Executive's 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 of the Group’s continuing trading
subsidiary, Shire Foods Limited (“Shire”), during the year was food manufacturing.
Operating review
The closure of Indulgence Patisserie Limited (“Indulgence”) was the first unsuccessful turnaround in Volvere’s
20+ year history. The decision was difficult but we think correct due to Indulgence’s specific challenges as well
as the wider economic environment. In line with most businesses in the UK, Indulgence faced significant
volatility and upward pressure in raw material costs and overheads, as well as having to recruit within a
challenging labour market. Indulgence’s less efficient operating scale meant that its business was, on balance,
no longer viable. Indulgence has been classified as discontinued operations for reporting purposes and
comparative results for 2021 have been restated accordingly.
Shire’s performance on the other hand was very good.
Group revenue from continuing operations (all of which relates to Shire) was £38.03 million (2021 as restated:
£30.70 million). The Group’s profit before tax from continuing operations for the year was £2.33 million (2021
as restated: £1.07 million). The Group’s overall loss (including discontinued operations) for the year was £0.06
million (2021: profit £0.06 million). Further information is contained in the Financial review.
2
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Strategic report (continued) – Chief Executive’s statement (continued)
Shire Foods - continuing
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.
Shire continued to grow in 2022, with revenues increasing by approximately 24.2% to a new record of £38.03
million (2021: £30.61 million). Profit before tax, intra-group interest and management charges* was
approximately £2.78 million (2021: £2.14 million). Profit before tax was £2.43 million (2021: £1.89 million) –
with the difference being intra-group interest and management charges.
Shire continued its strategy of developing new products and increasing factory capacity to meet customer
growth, which has been across both retail and food service. Whilst energy and raw material prices increased
rapidly in 2022, Shire was able to implement new pricing with its customers to mitigate some of the effect on
margins. Whilst labour costs are expected to increase further in 2023, there are signs that raw material price
increases and energy prices are abating. Other significant costs, particularly transport and logistics, have been
stable so far in 2023. We continue to monitor and discuss pricing with customers to ensure Shire remains
competitive yet financially robust and able to invest in further growth of site capacity.
Further information about Shire can be found at www.shirefoods.com.
Indulgence Patisserie Limited – discontinued
Manufacturing was suspended in August 2022 and did not recommence given the outlook for the business. All
roles were, regrettably, made redundant. The result for Indulgence reflects the trading losses in the year along
with the inevitable write-downs of stock, plant and equipment whose value was impaired following the decision
to cease trading. The overall loss for the year was £2.39 million. Further information relating to Indulgence is
given in the Financial review and Note 6.
Investing and management services
The Group’s investing and management services segment comprises central overheads, partially offset by
management and interest charges to Group companies and returns from treasury management activities on
current asset investments.
Outlook
Whilst 2022 was, by any measure, a challenging year, we have ensured the continued success of Shire and
maintained the Group’s robust financial position. In the wider economy, we are seeing an increasing number
of investment opportunities across multiple sectors as businesses grapple with higher interest rates, energy,
raw material, and staff costs at a time of flat or reduced demand. Our strong balance sheet will enable us to
capitalise on these opportunities as they arise.
Jonathan Lander
Chief Executive
24 May 2023
* 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.
3
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Strategic report (continued) – Financial review
Financial performance
Detailed information about the Group’s segments is set out in note 5 to the consolidated financial statements
which should be read in conjunction with this financial review and the Chairman’s and Chief Executive’s
statements.
Overview
The decision to close Indulgence Patisserie during 2022 means the results of that business have been classified
as discontinued operations and the comparative results for 2021 have been restated for comparability. Group
revenue from continuing operations (all of which relates to Shire Foods) was £38.03 million (2021 as restated:
£30.70 million), an increase of almost 24%.
The Group’s profit before tax from continuing operations for the year was £2.33 million (2021 as restated: £1.07
million). The Group’s overall loss (including discontinued operations) for the year was £0.06 million (2021: profit
£0.06 million).
The trading performance of each of our businesses is outlined in the Chief Executive’s statement and set out
further below and in note 5 to the consolidated financial statements.
Food manufacturing
Following the decision to close Indulgence Patisserie, this segment now includes only the trading of Shire
Foods, which manufactures savoury pastry products.
Shire Foods
Partly driven by price inflation and partly by increased volumes, revenue for the year was £38.03 million (2021:
£30.61 million), with a profit before tax, intra-group interest and management charges of approximately £2.78
million (2021: £2.14 million)*. Profit before tax was £2.43 million (2021: £1.89 million) – with the difference
being intra-group interest and management charges.
With raw materials pricing increasing significantly across the board, Shire’s materials margin percentage for the
year as a whole was lower than 2021. However, the efforts made to implement price increases with customers
during the year saw the materials margin percentage recover in the second half of the year. This, in spite of
other increasing costs – particularly those relating to labour – along with the effects of increased volume resulted
in overall increased profitability.
During 2022, Shire continued to provide operational and commercial support to Indulgence Patisserie and this
again has resulted in some costs being recharged which would otherwise have been borne by Shire.
As highlighted last year, Shire has continued to invest in increasing factory capacity. Capital expenditure in
2022 was £1.01 million (2021: £0.27 million), of which £0.89 million (2021: £0.27 million) was funded from
Shire’s own resources, with the balance funded by way of debt.
Shire continued to be able to meet its own working capital needs throughout in the year, using external
borrowings where required. Following the year end, the company declared and paid a dividend of £2.50 million
(2021: £nil), of which the Group’s share was £2 million.
4
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Strategic report (continued) – Financial review (continued)
The 5-year financial performance of Shire is summarised in the table below:
Year ended
31
December
2022
£'000
Year ended
31
December
2021
£'000
Year ended
31
December
2020
£'000
Year ended
31
December
2019
£'000
Year ended
31
December
2018
£'000
Revenue
38,027
30,605
27,189
23,036
18,344
Underlying profit before tax, intra-group management
and interest charges
2,777
2,139
1,813
1,384
854
Intra-group management and interest charges
(348)
________
(252)
________
(200)
________
(200)
________
(200)
________
Profit before tax
2,429
1,887
1,613
1,184
654
* 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.
Discontinued operations - Indulgence Patisserie
As noted above, the decision was made in 2022 to close the Indulgence Patisserie business, which
manufactured frozen desserts and cakes. The decision followed a period of growing losses resulting from
substantial raw material and energy increases which made the business unviable.
The business’s principal sites were freehold and one of three has been sold since the year end at a modest
premium to its book value. The remaining two sites are to be separated (they are currently connected) and will
be marketed individually. Whilst there may be some limited costs associated with Indulgence in 2023, the Group
does not expect these to be material.
For the year as a whole, Indulgence’s losses were £2.39 million (2021: £1.08 million), stated after the costs
associated with the closure. Inevitably, there were impairments in respect of the carrying value of plant and
equipment and stock. There remain some unresolved third-party claims in relation to the closure which may
result in the trading company, Indulgence Patisserie Limited, being placed into liquidation. This is not expected
to impact the Group materially.
Financial information relating to Indulgence is set out in note 6 to the financial statements.
Throughout the period the Group continued to provide working capital loans to Indulgence. Following the
decision to close the business, extensive efforts were made to realise value for the company’s assets,
particularly debtors and stocks. As a result, Indulgence indebtedness to the Group reduced in the second half
of 2022 and, with the disposal of one of the freehold properties in 2023, has reduced further. The amounts
outstanding as at 31 December 2022 were as follows:
As at 31
December
2022
£'000
As at 31
December
2021
£'000
5,555
4,240
898
________
1,315
________
6,453
5,555
Brought forward
Working capital loans provided during period
Group loans outstanding*
* excluding intra-Group trading balances
5
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Strategic report (continued) – Financial review (continued)
Investment revenues, other gains and losses and finance income and expense
The Group adopted a more active treasury management strategy during the year and this resulted in improved
yield on the Group’s cash with gains realised on disposal of available for sale investments of £0.58 million (2021:
£nil) and investment revenues excluding interest of £0.11 million (2021: £nil).
The Group’s net finance expense was in line with the prior year at £0.13 million (2021: net £0.14 million).
Individual Group trading companies continue to utilise leverage where appropriate, and without recourse to the
remainder of the Group, which attracts some external interest expense.
Statement of financial position
Overall position
Year-end Group net assets were lower than the prior year at £35.75 million (2021: £37.05 million), a reduction
of £1.30 million. This reduction is after treasury share purchases of £2.09 million; net assets per share increased
to £13.90 (2021: £13.49).
Cash and available for sale investments
Year-end cash totalled £19.14 million (2021: £21.87 million), a reduction of £2.73 million.
Outside of the underlying trading results from operations and associated working capital movements, the
principal outflows of cash during the year arose from the purchase of treasury shares (£2.09m), the purchase
of plant and equipment in continuing businesses (£0.89 million) and the repayment of borrowings for continuing
businesses (£0.58 million). The Group’s cash flow is shown on page 29.
During the year the Group invested in equity securities pursuant to its treasury management policies. The
investments held at year end are carried at fair value (£1.65 million, 2021: nil).
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.
Purchase of own shares
During the year the Company purchased 204,000 (2021: 3,500) of its own shares, which are held in treasury,
at a cost of £2.09 million (2021: £0.04 million).
Earnings per share
Basic and diluted profit per ordinary share from continuing operations was 74.36p (2021: restated 30.36p).
Basic and diluted loss per ordinary share from discontinued operations was (95.89)p (2021: restated (41.97)p).
Total basic and diluted loss per ordinary share was (21.53)p (2021: (11.61)p).
Investing strategy
The Company’s investing strategy is to invest in, or acquire: quoted companies where, in the Directors’ opinion,
the market capitalisation does not reflect the value of the assets; any company that is in distress but offers the
possibility of a turnaround; and any company that fits strategically with an existing portfolio investment.
The Company may also invest in quoted or unquoted start-up, early or development-stage companies in sectors
where the Directors have experience of investing or where they have identified management teams with
experience in those areas.
The Company may invest in any company (or similar structure) or third-party fund on a short or long-term basis,
where the Directors have experience of investing, especially where such investment is complementary to an
existing, or similar to a past, investment of the Company.
6
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Strategic report (continued) – Financial review (continued)
The Company may also create and invest in fund vehicles owned, managed or controlled by the Company,
including where there is the possibility of raising third party investment; and invest in third party funds where the
investment strategy of those funds is in the Directors’ opinion similar to that of the Company, and specifically
including funds that invest in distressed debt and equity, or that invest in derivative securities of distressed debt
or equity.
The Company has a preference for active rather than passive investing and for holding a small number of
investments, including a single investment, and does not necessarily seek to diversify risk across a wide range
of investments, unless this can be achieved without affecting the Company’s active investment style. The
Company’s preference is to make investments in the UK and Continental Europe.
Where the Company makes a direct investment, investment decisions will be made by the Directors, who
collectively have many years of experience in selecting and managing investments. Investments made by fund
vehicles, if owned, managed or controlled by the Company, will be made by the executives of the investment
manager of the fund vehicle, which will include representatives of the Board. Investments made by fund vehicles
owned, managed or controlled by third parties, will normally be made by the fund investment manager which
may or may not include the involvement of Company executives. Screening and due diligence of potential
investments (including any initial investment in a fund vehicle) will be carried out by the executive management
of the Company. Any decision on whether to proceed will be made by the unanimous decision of the Board.
Outside consultants and professional advisers will be used where appropriate but the Company will endeavour
to keep this to a minimum in order to control expenses.
The Board seeks shareholder approval for the investing strategy on an annual basis. The Directors expect to
be able to find suitable investment or acquisition candidates within the next 12 months, however there is no time
limit and if no suitable acquisition or investment has been identified before the Company’s next annual general
meeting, the Directors may review the Company’s investing strategy at that time.
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 Chief Executive’s statement and
disclosed in note 5 to the consolidated financial statements.
Internally, management uses a variety of non-financial KPIs as follows: in respect of the food manufacturing
sector order intake, manufacturing output and sales are monitored weekly and reported monthly.
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 such similar event which could affect
consumers, supplier, customers or staff may limit or inhibit the Group’s operations.
These risks are managed by the Board in conjunction with the management of the Group's businesses.
More information on the Group's financial risks is disclosed in note 18 to the consolidated financial statements.
7
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Strategic report (continued) – Financial review (continued)
Energy and carbon reporting
As neither Volvere plc nor any qualifying subsidiaries have consumed more than 40,000 kWh of energy in this
reporting period, they qualify as low energy users under the regulations and are not required to report on any
emissions, energy consumption or energy efficient activities.
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 2022.
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;
•
•
• desirability of maintaining a reputation for high standards of business conduct;
• need to act fairly between the members of the Company.
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;
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.
8
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Strategic report (continued) – Financial review (continued)
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.
Nick Lander
Chief Financial & Operating Officer
24 May 2023
9
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Corporate governance report
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 24 May 2023.
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 Directors are responsible for identifying potential
investments. This is done through maintaining relationships with intermediaries and through personal networks.
Investment Assessment – the Company’s Executive Directors are 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 Directors themselves. Where
considered necessary, cost-effective and practicable, external advisers may be used.
Investment Structuring – the Company’s Executive Directors are 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 Directors are 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.
10
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Corporate governance report (continued)
2. Seek to understand and meet shareholder needs and expectations
Explanation
Responsibility for investor relations rests with the CEO, supported by the CFO. 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, the CEO 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 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.
11
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Corporate governance report (continued)
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 consists of three directors of which two are executive and one (the Chairman) is non-executive. The
Chairman is 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 4-6 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 – As currently constituted the Board includes only one non-executive
Director. The Board considers that the size of the Group does not merit the appointment of an additional non-
executive Director but will continue to review this over time.
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), Jonathan Lander (CEO) and Nick Lander (COO/CFO).
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.
12
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Corporate governance report (continued)
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: honesty, integrity, openness and respect. The Board leads by example, demonstrating
through its collective actions and individually as Directors through theirs, 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 working through the CEO and
COO/CFO.
Roles and
Responsibilities of
CEO
The CEO is responsible for recommending and ensuring effective delivery of the
Group’s strategy and achieving financial performance commensurate with that
strategy.
Roles and
Responsibilities of
COO/CFO
Role of the Board
The CEO works with the Chairman and COO/CFO in an open and transparent
way and keeps them up to date with matters of importance and relevance to
delivering the strategy.
The COO/CFO is responsible for the operational aspects of the Group’s
businesses and for maintaining a robust financial control and reporting
environment throughout.
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.
13
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Corporate governance report (continued)
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
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 Audit
Committee
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
14
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Corporate governance report (continued)
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.
15
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Directors’ report
The Directors present their annual report and the audited financial statements for the year ended 31 December
2022.
Business review and indication of likely future developments
The business review and indication of likely future developments are included within the Strategic Report.
Dividends
The Directors do not recommend the payment of a dividend (2021: £nil).
Capital structure
Details of the authorised and issued share capital, together with details of the movements in the Company’s
issued share capital during the year are shown in note 21. The Company has shares in issue in the following
classes:
Class
Ordinary shares
Deferred shares
Nominal value
per share
% of
voting rights
% of
total capital
£0.0000001
£0.00000001
100
-
-
100
None of the Company’s shares have a right to fixed income. The Ordinary shares carry the right to one vote
each at general meetings of the Company. The Deferred shares carry no rights to participate in the profits or
assets of the Company (until a threshold return of assets of £10 billion has been reached) and carry no voting
rights. No person has any special rights of control over the Company’s share capital and all issued shares are
fully paid. Only the Ordinary shares are admitted to trading on AIM.
With regard to the appointment and replacement of directors, the Company is governed by its Articles of
Association, the Companies Act and related legislation. The Articles themselves may be amended by special
resolution of the shareholders.
At the Company’s annual general meeting on 28 June 2022 a number of resolutions were passed in relation to
the Company’s capital structure. Those remaining in force are summarised below:
•
•
•
The Directors may allot, grant options over, offer or otherwise deal with or dispose of any equity securities
in the capital of the Company up to a maximum aggregate nominal amount of £2.00, such authority to
expire fifteen months after the passing of the resolution or if earlier, on the conclusion of the next annual
general meeting.
The Directors may allot equity securities wholly for cash and/or to sell or transfer shares held by the
Company in treasury. This authority shall be limited to the allotment (or sale or transfer of shares held in
treasury) when in connection with an offer by way of rights to holders of ordinary shares in proportion (as
nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions
or other arrangements as the Directors may deem necessary or expedient in relation to fractional
entitlements or any legal or practical problems under the laws of any territory, or the requirements of any
regulatory body or stock exchange or otherwise. In addition, other than pursuant to an offer by way of
rights, the Directors may exercise such authority in respect of Ordinary shares having up to an aggregate
nominal amount of £2.00. The authority expires fifteen months after the date the resolution was passed or
if earlier, on the conclusion of the next annual general meeting.
The Company may make one or more market purchases of Ordinary shares of the Company provided that
the maximum aggregate number of shares authorised to purchase is 1,285,211 and the minimum price
paid per share is £0.0000001. In addition unless the Company makes market purchases of its own Ordinary
shares by way of tender or partial offer made to all holders of Ordinary shares on the same terms, the
maximum price (exclusive of expenses) which may be paid for an Ordinary share shall not be more than
20 per cent above the average of the closing offer prices for an Ordinary share as derived from the AIM
Appendix to the London Stock Exchange Official List for the five business days immediately preceding the
date on which the Ordinary share is purchased. The authority expires fifteen months after the date the
resolution was passed or if earlier, on the conclusion of the next annual general meeting.
16
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Directors’ report (continued)
Directors
The Directors of the Company during the year were as named below. All served throughout the year and remain
Directors at the date of this report.
David Buchler – Non-Executive Chairman
Jonathan Lander – Chief Executive Officer
Nick Lander – Chief Financial & Operating Officer
The current Directors’ biographies are set out on page 1 and are incorporated here by reference. Nick Lander
retires by rotation at the next annual general meeting and, being eligible, offers himself for re-election.
Additionally, David Buchler offers himself for re-election, having served more than 10 years as a Director.
Directors’ interests
The Directors’ interests in the share capital of the Company at 31 December are disclosed below:
Number of
Ordinary
Shares
31 December
2022
45,000
240,037
131,947
% of Total Voting
Rights
31 December
2022
1.90%
10.15%
5.58%
Number of
Ordinary
Shares
31 December
2021
45,000
240,037
131,947
% of Total Voting
Rights
31 December
2021
1.79%
9.54%
5.24%
David Buchler
Jonathan Lander
Nick Lander
No director held any share options at 31 December 2022 or 2021. No material changes in Directors’
shareholdings (or options) occurred between 31 December and the date of this report.
Political and charitable donations
The Group made no donations to political organisations in 2022 (2021: nil). Charitable donations in the year
were £nil (2021: nil).
Disabled employees
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of
the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure
that their employment with the Group continues and that appropriate training is arranged. It is the policy of the
Group that the training, career development and promotion of disabled persons should, as far as possible, be
identical to that of other employees.
Employee involvement
The Group places considerable value on the involvement of its employees and has continued to keep them
appropriately informed on matters affecting them as employees and on the various factors affecting the
performance of the Group. This is achieved through informal discussions between Group management,
operating company management and employees at a local level.
17
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Directors’ report (continued)
Substantial shareholdings
On 23 May 2023 the Company had been notified of the following voting rights (other than the Directors whose
interests are disclosed earlier) as a shareholder of the Company:
Name of shareholder
Lombard Odier
Canaccord Genuity Group Inc.
Burgan Bank K.P.S.C.
Crucible Clarity Fund plc
Supplier payment policy
Number of Ordinary
Shares
% of issued Ordinary
Share Capital and
Voting Rights
Nature of holding
281,480
187,114
178,500
74,478
11.9%
7.91%
7.55%
3.15%
Direct
Direct
Direct
Direct
The Group’s policy is to agree payment terms with its suppliers and to abide by those agreed terms. At the
year end the Group had an average of 47 days (2021: 25 days) of purchases outstanding.
Auditor
In accordance with section 489 of the Companies Act 2006, a resolution to reappoint James Cowper Kreston
as auditor will be proposed at the forthcoming annual general meeting.
Disclosure of information to the auditor
The Directors who held office at the date of approval of this report confirm that, so far as they are each aware,
there is no relevant audit information of which the Company's auditor is unaware and each Director has taken
all the steps that he ought to have taken as a director to make himself aware of any relevant audit information
and to establish that the auditor is aware of that information.
Signed by order of the Board
Nick Lander
Company Secretary
24 May 2023
Company number: 04478674
18
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Statement of Directors’ responsibilities
The directors are responsible for preparing the Annual Report and the group and parent company financial
statements in accordance with applicable law and regulations.
Company law requires the directors to prepare group and parent company financial statements for each financial
year. As required by the AIM Rules of the London Stock Exchange they are required to prepare the group
financial statements in accordance with IFRSs as adopted by the United Kingdom and applicable law and have
elected to prepare the parent company financial statements in accordance with UK Accounting Standards and
applicable law (UK Generally Accepted Accounting Practice) including FRS 101 Reduced Disclosure
Framework.
Under company law the directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the group and parent company and of their profit or loss for that
period. In preparing each of the group and parent company financial statements, the directors are required to:
•
select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
•
•
for the group financial statements, state whether they have been prepared in accordance with IFRSs as
adopted by the United Kingdom;
for the parent company financial statements, state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
group and the parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the parent company’s transactions and disclose with reasonable accuracy at any time the financial position of
the parent company and enable them to ensure that its financial statements comply with the Companies Act
2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the
assets of the group and to prevent and detect fraud and other irregularities.
By order of the Board
Nick Lander
Company Secretary
24 May 2023
19
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Independent auditor’s report to the members of Volvere plc
Opinion
We have audited the financial statements of Volvere plc (the ‘Company’) for the year ended 31 December 2022
which comprises the consolidated income statement, the consolidated statement of comprehensive income, the
consolidated statement of changes in equity, the consolidated statement of financial position, the consolidated
statement of cash flows, the parent company balance sheet and related notes, including a summary of
significant accounting policies.
The financial reporting framework that has been applied in the preparation of the consolidated financial
statements is applicable law and International Financial Reporting Standards as adopted by the United
Kingdom. The financial reporting framework applied in the preparation of the parent company financial
statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting
Standard 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
• Give a true and fair view of the state of the group and parent company’s affairs as at 31 December 2022
and of the Group’s loss for the year then ended;
• Have been properly prepared in accordance with the financial reporting frameworks as outlined above;
and
• Have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit
of the financial statements section of our report. We are independent of the Company in accordance with the
ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including
the Financial Reporting Council's Ethical Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a
going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
An overview of the scope of our audit
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) (‘ISAs (UK
and Ireland)’). We designed our audit by determining materiality and assessing the risks of material
misstatement in the financial statements. In particular, we looked at where the directors made subjective
judgements, for example in respect of significant accounting estimates that involved making assumptions and
considering future events that are inherently uncertain. As in all our audits we also addressed the risk of
management override of internal controls, including evaluating whether there is evidence of bias by the directors
that represented a risk of material misstatement due to fraud.
20
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Independent auditor’s report to the members of Volvere plc (continued)
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on
the financial statements as a whole, taking into account our understanding of the group and its environment,
the accounting processes and controls, and the industries in which the group operates. The group operates
within the parent company and a number of subsidiaries. We planned our work to include sufficient work in
respect of the parent company and the subsidiaries to enable us to provide an opinion on the consolidated
financial statements.
The risks of material misstatement that had the greatest effect on our audit, including the allocation of our
resources and effort, are identified in the Key audit matters section below. We have also set out how we tailored
our audit to address these specific areas in order to provide an opinion on the financial statements as a whole,
and any comments we make on the results of our procedures should be read in this context. This is not a
complete list of all risks identified by our audit.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy; the allocation of resources in the audit; and directing efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition
Risk description
There is an inherent risk of misstatement of revenue in most trading business, whether amounting from fraud
or error.
How the scope of our audit responded to the risk
To assess the appropriateness and completeness of revenue recognised in the year the following procedures
were performed:
• examined a sample of revenue transactions by reference to underlying contractual terms;
• examined on a sample basis invoices and postings for items recorded around the period end;
•
reviewed manual journals posted to the revenue account in the period and subsequent to year-end
gaining an understanding of the appropriateness of these;
• Considered the appropriateness and application of the company’s accounting policy for revenue
recognition and;
• Considered the adequacy of the disclosures in the financial statements regarding revenue.
Key observations
The results of our testing were satisfactory.
Stock existence and valuation
Risk description
Shire Foods Limited and Indulgence Patisserie Limited hold material stock levels which are subject to inherent
existence and valuation risks. Furthermore, Indulgence Patisserie Limited is in the process of being closed
which creates additional impairment risk.
21
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Independent auditor’s report to the members of Volvere plc (continued)
How the scope of our audit responded to the risk
We performed audit procedures to gain reasonable assurance that stock was not materially misstated. Such
testing included attendance at physical stock counts including sample test counts, obtaining confirmation of
stocks held at third party locations, review of standard costing methodologies, agreeing a sample of stock
costings to purchase invoices and other evidence, and consideration of whether stock was appropriately valued
at the lower of cost and net realisable value.
Key observations
The results of our testing were satisfactory.
Our application of materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that
the economic decision of a reasonably knowledgeable person would be changed or influenced. We use
materiality both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgements we determined materiality for the consolidated financial statements as
a whole to be £700,000 and for the parent company financial statements to be £400,000 based upon 2% of net
assets.
We agreed with the directors that we would report all audit difference in excess of £40,000 as well as differences
below that threshold that, in our view, warranted reporting on qualitative grounds. We also report on disclosure
matters that we identified when assessing the overall presentation of the financial statements.
Other information included in the annual report
The directors are responsible for the other information. The other information comprises the information included
in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the
financial statements does not cover the other information and, except to the extent otherwise explicitly stated
we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially misstated. If we identify such material
inconsistencies or apparent material misstatement, we are required to determine whether there is a material
misstatement in the financial statement or a material misstatement in the other information. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report this fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• The information given in the strategic report and the directors’ report for the financial year for which the
financial statements are prepared are consistent with the financial statements; and
• The strategic report and the directors’ report have been prepared in accordance with the applicable
legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of
the audit, we have not identified material misstatements in the strategic report or the directors’ report.
22
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Independent auditor’s report to the members of Volvere plc (continued)
We have nothing to report in respect of the following matters in relation to the financial statements which the
Companies Act 2006 require to report to you if, in our opinion:
• Adequate accounting records have not been kept, or returns adequate for the audit have not been
received from branches not visited by us; or
• The financial statements are not in agreement with the accounting records and returns; or
• Certain disclosures of directors’ remuneration specified by law are not made; or
• We have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 19 the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatements, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors’ either intend to liquidate the company or to cease operating,
or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,
including fraud. The specific procedures which we designed and performed to detect material misstatements in
respect of irregularities, including fraud are detailed below:
• Enquiry of management and those charged with governance around actual and potential litigation and
claims;
• Enquiry of management and those charged with governance to identify any material instances of
noncompliance with laws and regulations;
• Reviewing financial statement disclosures and testing to supporting documentation to assess
compliance with applicable laws and regulations;
• Performing audit work to address the risk of irregularities due to management override of controls,
including testing of journal entries and other adjustments for appropriateness, evaluating the business
rationale of significant transactions outside the normal course of business and reviewing accounting
estimates for evidence of bias.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
Auditor's Report.
23
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Independent auditor’s report to the members of Volvere plc (continued)
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s
members those matters we are required to state to them in an Auditors’ Report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company
and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Alan Poole BA (Hons) FCA (Senior Statutory Auditor)
For and on behalf of
James Cowper Kreston Audit
Statutory Auditors
Reading Bridge House
George Street
Reading
Berkshire
RG1 8LS
24 May 2023
24
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Consolidated Income Statement
Note
5
2
7
7
8
6
9
Continuing operations
Revenue
Cost of sales
Gross profit
Distribution costs
Administrative expenses
Operating profit
Finance expense
Finance income
Profit on sale of tangible fixed assets
Profit before tax
Income tax credit
Profit for the year from continuing operations
Loss for the year from discontinued operations
(Loss)/profit for the year
Attributable to:
- Equity holders of the parent
- Non-controlling interests
Earnings/(loss) per share
Basic and diluted
- from continuing operations
- from discontinued operations
Total
The notes on pages 30 to 56 form part of these financial statements.
2022
£'000
38,027
(31,921)
6,106
(2,181)
(2,174)
As
restated
2021
£'000
30,701
(25,388)
5,313
(1,993)
(2,110)
1,751
1,210
(138)
698
18
2,329
-
2,329
(2,391)
(62)
(537)
475
(62)
(137)
-
-
1,073
61
1,134
(1,079)
55
(299)
354
55
74.36p
(95.89)p
30.36p
(41.97)p
(21.53)p
(11.61)p
25
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Consolidated statement of comprehensive income
(Loss)/profit for the year
Other comprehensive income
Revaluation of freehold land and buildings
Revaluation of available for sale investments
Deferred tax recognised directly in equity
Total comprehensive income for the year
Attributable to:
- Equity holders of the parent
- Non-controlling interests
The notes on pages 30 to 56 part of these financial statements.
As
restated
2021
£'000
2022
£'000
(62)
55
1,188
(36)
(297)
793
318
475
793
-
-
(140)
(85)
(411)
326
(85)
26
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Consolidated statement of changes in equity
Share
capital
£'000
Share
premium
£'000
Revaluation
reserve
£'000
Retained
earnings
£'000
Non-
controlling
interests
£'000
Total
£'000
2022
Loss for the year
Revaluation of property
Revaluation of available for sale
investments
Deferred tax recognised directly in
equity
Total comprehensive income for
the year
-
-
-
-
-
-
-
-
Balance at 1 January
50
7,885
Transactions with owners:
-
1,188
-
(297)
891
827
Total
£'000
(62)
1,188
(36)
(297)
(537)
-
(36)
(537)
1,188
(36)
-
(297)
475
-
-
-
(573)
318
475
793
25,886
34,648
2,402
37,050
Purchase of own treasury shares
Total transactions with owners
-
-
-
-
-
-
(2,091)
(2,091)
(2,091)
(2,091)
-
-
(2,091)
(2,091)
Balance at 31 December
50
7,885
1,718
23,222
32,875
2,877
35,752
2021
Loss for the year
Revaluation of property
Total comprehensive income for
the year
Share
capital
£'000
Share
premium
£'000
Revaluation
reserves
£'000
Retained
earnings
£'000
Non-
controlling
interests
£'000
Total
£'000
Total
£'000
-
-
-
-
-
-
-
(112)
(299)
-
(299)
(112)
354
(28)
55
(140)
(112)
(299)
(411)
326
(85)
Balance at 1 January
50
7,885
939
26,229
35,103
2,076
37,179
Transactions with owners:
Purchase of own treasury shares
Total transactions with owners
-
-
-
-
-
-
(44)
(44)
(44)
(44)
-
-
(44)
(44)
Balance at 31 December
50
7,885
827
25,886
34,648
2,402
37,050
The notes on pages 30 to 56 form part of these financial statements.
27
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Consolidated statement of financial position
Company number 04478674
Assets
Non-current assets
Property, plant and equipment
Total non-current assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Assets held for sale
Available for sale investments
Total current assets
Total assets
Liabilities
Current liabilities
Loans and other borrowings
Leases
Trade and other payables
Total current liabilities
Non-current liabilities
Loans and other borrowings
Leases
Total non-current liabilities
Total liabilities
Provisions – deferred tax
Net assets
Equity
Share capital
Share premium account
Revaluation reserves
Retained earnings
Capital and reserves attributable to equity holders of the Company
Non-controlling interests
Total equity
Note
11
12
13
14
15
16
19
19
17
19
19
20
21
22
22
22
25
2022
£'000
8,142
8,142
3,777
9,315
19,136
2,103
1,649
2021
£'000
9,306
9,306
4,384
8,874
21,871
-
-
35,980
35,129
44,122
44,435
(1,258)
(372)
(4,807)
(1,452)
(392)
(3,379)
(6,437)
(5,223)
(818)
(452)
(933)
(691)
(1,270)
(1,624)
(7,707)
(6,847)
(663)
(538)
35,752
37,050
50
7,885
1,718
23,222
32,875
2,877
50
7,885
827
25,886
34,648
2,402
35,752
37,050
The financial statements on pages 25 to 56 were approved by the Board of Directors and authorised for issue
on 24 May 2023 and were signed on its behalf by:
Nick Lander
Director
Jonathan Lander
Director
The notes on pages 30 to 56 form part of these financial statements.
28
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Consolidated statement of cash flows
Note
2022
£'000
7
7
11
8
138
(698)
933
(14)
-
(18)
2,391
Profit/(loss) for the year
Adjustments for:
Finance expense
Finance income
Depreciation
Operating lease rentals
Income tax expense/(credit)
(Gain)/loss on disposal of fixed assets
Loss from discontinued operations
Operating cash flows before movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
Increase in inventories
Operating cash generated from continuing operations
2022
£'000
As restated
2021
£'000
As restated
2021
£'000
(62)
55
137
-
922
(13)
(61)
-
1,079
2,732
2,670
(1,116)
1,126
291
2,971
2,064
2,119
(1,498)
(53)
(372)
196
Operating cash flows used by discontinued operations
(1,051)
(955)
Net cash generated from/(used by) operations
1,920
(759)
7
11
8
109
(889)
42
(6,886)
5,782
7
21
(132)
(2,090)
(577)
Investing activities
Interest received
Income from investments
Purchase of property, plant and equipment
Sale of property, plant, equipment
Purchase of available for sale investments
Disposal of available for sale investments
Cash used by continuing investing activities
Cash generated from/(used by) discontinued investing activities
Net cash used by investing activities
Financing activities
Interest paid
Purchase of own shares (treasury shares)
Net (repayment) of borrowings
Cash used by continuing financing activities
Cash used by discontinued financing activities
Net cash used by financing activities
Net (decrease)/increase in cash
Cash at beginning of year
Cash at end of year
-
-
(270)
-
-
-
(130)
(44)
(391)
(270)
(197)
(467)
(565)
(49)
(614)
(1,840)
23,711
21,871
(1,834)
29
(1,805)
(2,799)
(51)
(2,850)
(2,735)
21,871
19,136
The notes on pages 30 to 56 form part of these financial statements.
29
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements
1
Accounting policies
Basis of accounting
These financial statements have been prepared in accordance with International Financial Reporting Standards
(IFRS and IFRIC interpretations) as adopted by the United Kingdom (“adopted IFRS”) and with those parts of
the Companies Act 2006 applicable to companies preparing their accounts under adopted IFRS. The Company
has elected to prepare its Parent Company financial statements in accordance with Financial Reporting
Standard 101 (“FRS 101”); these are presented on pages 58 to 63.
The following principal accounting policies have been applied consistently, in all material respects, 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 18 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.
30
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
1 Accounting policies (continued)
Business combinations (continued)
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.
31
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
1 Accounting policies (continued)
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.
32
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
1 Accounting policies (continued)
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
Plant and machinery
Investments
-
-
1.5% per annum
4%-33% per annum
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.
33
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
1 Accounting policies (continued)
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.
Share-based payments
The Group issues equity-settled share-based payments to certain directors and employees. Equity-settled
share-based payments are measured at fair value at the date of grant. The fair value determined at the grant
date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period,
based on the Group’s estimate of options that will ultimately vest.
Fair value is measured by use of a Black-Scholes pricing model. The expected life used in the model has been
adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and
behavioural considerations.
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.
34
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
1
Accounting policies (continued)
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 asset, 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.
35
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
1
Accounting policies (continued)
Financial assets (continued)
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, 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.
36
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
1
Accounting policies (continued)
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.
37
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
1
Accounting policies (continued)
Significant management judgements and key sources of estimation uncertainty (continued)
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 take 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 2022:
• Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37);
• Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS
16);
• Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9,
IFRS 16 and IAS 41); and
• References to Conceptual Framework (Amendments to IFRS 3).
None of these had an impact on the Group.
38
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
1
Accounting policies (continued)
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 period beginning 1 January 2023:
• Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2);
• Definition of Accounting Estimates (Amendments to IAS 8); and
• Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS
12).
The following amendments are effective for the period beginning 1 January 2024:
•
•
•
IFRS 16 Leases (Amendment – Liability in a Sale and Leaseback)
IAS 1 Presentation of Financial Statements (Amendment – Classification of Liabilities as Current or
Non-current)
IAS 1 Presentation of Financial Statements (Amendment – Non-current Liabilities with Covenants)
As yet, none of these have been endorsed for use in the UK and will not be adopted until such time as
endorsement is confirmed. 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:
Staff costs
Depreciation of property, plant and equipment
Auditor’s fees – audit services
The analysis of audit fees is as follows:
- for the audit of the Company’s annual accounts
- for the audit of the Company’s subsidiaries’ accounts
2022
£'000
6,038
933
42
10
32
42
2021
£'000
(as restated)
5,420
922
38
9
29
38
39
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
3
Staff costs
Staff costs comprise:
Wages and salaries
Employer's National Insurance contributions
Defined contribution pension cost
The average number of employees (including Directors) in the Group was as follows:
Engineering, production and professional
Sales and marketing
Administration and management
4
Directors’ remuneration
The remuneration of the Directors was as follows:
2022
£'000
5,443
448
147
6,038
2021
£'000
(as restated)
4,885
394
141
5,420
2022
Number
2021
Number
(as restated)
181
11
34
226
166
10
33
209
David Buchler
Jonathan Lander
Nick Lander
David Buchler
Jonathan Lander
Nick Lander
Salaries &
fees
2022
£'000
Other
benefits
2022
£'000
45
10
9
64
-
-
1
1
Salaries &
fees
2021
£'000
Other
benefits
2021
£'000
45
11
11
67
-
-
1
1
Total
2022
£'000
45
10
10
65
Total
2021
£'000
45
11
12
68
The services of Jonathan Lander and Nick Lander are provided under the terms of a Service Agreement with
D2L Partners LLP. The amount due under these agreements, which is in addition to the amounts disclosed
above, for the year amounted to £650,000 (2021: £650,000). Amounts owed to D2L Partners LLP at the year
end totalled £nil (2021: £nil).
The amount paid to David Buchler in the year was paid to DB Consultants Limited (which is controlled by him
and is therefore a related party) and the amount outstanding at the year end was £nil (2021: £nil).
None of the Directors were members of the Group’s defined contribution pension plan in the year (2021: none).
40
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
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
2022
£'000
38,027
2,777
Food
manufacturing
2021
£'000
(as restated)
Investing and
management
services
2022
£'000
-
(448)
Investing and
management
services
2021
£'000
Total
2022
£'000
38,027
2,329
Total
2021
£'000
(as restated)
30,701
2,139
-
(1,066)
30,701
1,073
Food
manufacturing
2022
£'000
25,692
(8,874)
16,818
Food
manufacturing
2021
£'000
22,929
(7,850)
15,079
Investing and
management
services
2022
£'000
18,430
504
18,934
Investing and
management
services
2021
£'000
21,506
465
21,971
Total
2022
£'000
44,122
(8,370)
35,752
Total
2021
£'000
44,435
(7,385)
37,050
Revenue
Profit/(loss) before tax(1)
Revenue
Profit/(loss) before tax(1)
Assets
Liabilities and provisions
Net assets(2)
Assets
Liabilities and provisions
Net assets(2)
(1) stated before intra-group management and interest charges
(2) assets and liabilities stated excluding intra-group balances
41
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
5 Operating segments (continued)
Continuing operations
Capital spend
Depreciation
Interest income (non-Group)
Interest expense (non-Group)
Tax credit/(expense)
Continuing operations
Capital spend
Depreciation
Interest income (non-Group)
Interest expense (non-Group)
Tax credit/(expense)
Geographical analysis:
UK
Rest of Europe
USA
Food
manufacturing
2022
£'000
Investing and
management
services
2022
£'000
1,014
932
(8)
138
(50)
-
1
-
-
50
Food
manufacturing
2021
£'000
(as restated)
Investing and
management
services
2021
£'000
(as restated)
270
921
-
137
(114)
-
1
-
-
175
Total
2022
£'000
1,014
933
(8)
138
-
Total
2021
£'000
(as restated)
270
922
-
137
61
External revenue by
location of customers
Non-current assets by
location of assets
2022
£'000
36,830
1,197
-
38,027
2021
£'000
(as restated)
29,612
954
135
30,701
2022
£'000
8,142
-
-
8,142
2021
£'000
9,306
-
-
9,306
The Group had 4 (2021: 4) customers (all in the food manufacturing segment) that individually accounted for
in excess of 10% of the Group’s revenues as follows:
First customer
Second customer
Third customer
Fourth customer
2022
£'000
17,860
6,252
5,530
4,547
2021
£'000
(as restated)
12,122
6,783
3,732
3,672
Revenue is recognised when goods are delivered and there is minimal uncertainty over the timing and amount
of revenue recognition. The Group has no material balances which arise from contracts with customers save
for trade receivables as set out in note 13.
42
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
6 Discontinued operations
On 8 November 2022, two subsidiary undertakings in the Group, Indulgence Patisserie Limited and Indulgence
Foods Limited, ceased operations and have been classified as assets held for sale.
The loss relating to these subsidiaries (before intra-Group management charges) in the year was as follows:
Revenue
Cost of sales
Gross (loss)/profit
Administrative expenses
Distribution expenses
Operating loss
Loss on sale of tangible fixed asset investments
Loss before tax
Income tax credit/(expense)
Loss from discontinued operations
2022
£'000
3,532
(4,300)
(768)
(1,363)
(237)
2021
£'000
4,878
(4,294)
584
(1,360)
(230)
(2,368)
(1,006)
(199)
(2,567)
176
-
(1,006)
(73)
(2,391)
(1,079)
Cash flows generated by Indulgence Patisserie Limited and Indulgence Foods Limited for the reporting periods
under review was as follows:
Operating activities
Investing activities
Financing activities
2022
£'000
(1,051)
29
(51)
2021
£'000
(955)
(197)
(49)
Cash flows from discontinued operations
(1,073)
(1,201)
At 31 December 2022, the assets and liabilities of Indulgence Patisserie Limited and Indulgence Foods Limited
(stated net of intra-Group balances), were as follows:
Non-current assets
Assets held for sale
Property, plant and equipment
Total non-current assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Current liabilities
Loans and other borrowings
Leases
Trade and other payables
Total liabilities
Provisions – deferred tax
Net liabilities
43
2022
£'000
2,103
6
2,109
414
826
72
1,312
3,421
(6,519)
(5)
(486)
(7,010)
(169)
(3,758)
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
7 Investment revenues, other gains and losses and finance income and expense
Finance income
Bank interest receivable
Investment revenues
Other gains & losses
Finance expense
Bank interest
Lease interest
Other interest and finance charges
8
Income tax
Deferred tax credit recognised in income statement – current year
Total tax credit recognised in income statement
Deferred tax expense recognised in equity
Total deferred tax recognised
2022
£'000
2021
£'000
8
109
581
698
(41)
(44)
(53)
-
-
-
-
(42)
(47)
(48)
(138)
(137)
2022
£'000
2021
£'000
(as restated)
-
-
297
297
(61)
(61)
140
79
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:
Profit before tax
Expected tax charge based on the prevailing rate of corporation tax in the UK of 19%
Effects of:
Income not taxed
Super deduction and capital allowance adjustments
Other adjustments
Losses utilised
Effect of changes in rate of tax
Group relief from discontinued operations
Adjustments relating to prior periods
Total tax recognised in income statement
2022
£'000
2,329
443
(21)
(27)
19
(8)
5
(386)
(25)
-
2021
£'000
(as restated)
1,073
204
-
15
18
-
(9)
(233)
(56)
(61)
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 20.
44
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
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:
Profit/(loss) attributable to equity holders of the parent company:
From continuing operations
From discontinued operations
EEa
Weighted average number of shares for the purposes of earnings per share:
Weighted average number of ordinary shares in issue
Dilutive effect of potential ordinary shares
Weighted average number of ordinary shares for diluted EPS
2022
£'000
2021
£'000
(as restated)
1,854
(2,391)
780
(1,079)
2022
No.
2021
No.
2,493,592
-
2,571,132
-
2,493,592
2,571,132
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
Volvere Central Services Limited
NMT Group Limited
Shire Foods Limited
Impetus Automotive Solutions Limited
New Medical Technology Limited
Zero-Stik Limited
Indulgence Foods Limited
Indulgence Patisserie Limited
Naughty Vegan Limited
Volvere Asset Management Limited
Note 1
Note 2
Note 1
Note 1
Note 3
Note 3
Note 1
Note 1
Note 1
Note 1
Group support services
Investment
Food manufacturing
Dormant
Dissolved on 01/03/2022
Dissolved on 01/03/2022
Property holding company (Note 4)
Food Manufacturing, now ceased
trading
Branded food supplier
Dormant
Proportion of
ownership interest
in ordinary shares
at 31 December
2022
100%
98.6%
80%
100%
98.6%
98.6%
100%
100%
100%
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.
Note 3 – Formerly registered at c/o Wright, Johnston & Mackenzie LLP, 302 St Vincent St, Glasgow, G2 5RZ, Scotland.
Note 4 – The property owned by this company related solely to the activities undertaken by Indulgence Patisserie Limited.
45
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
11 Property, plant and equipment
Cost or valuation
At 1 January 2021
Additions
Disposals
Revaluation
At 31 December 2021 and 1 January 2022
Additions
Disposals
Revaluation
Reclassified to asset held for sale
At 31 December 2022
Accumulated depreciation
At 1 January 2021
Charge for the year
Eliminated on disposal
At 31 December 2021 and 1 January 2022
Charge for the year
Disposals
Reclassified to asset held for sale
At 31 December 2022
Net book value
At 31 December 2022
At 31 December 2021
Freehold
Property
£'000
Plant &
Machinery
£'000
4,700
-
-
-
4,700
-
-
1,188
(2,138)
3,750
13
72
-
85
65
-
(35)
115
3,635
4,615
9,090
467
18
(8)
9,567
1,082
(799)
-
-
9,850
3,821
1,059
(4)
4,876
987
(520)
-
5,343
4,507
4,691
Total
£'000
13,790
467
18
(8)
14,267
1,082
(799)
1,188
(2,138)
13,600
3,834
1,131
(4)
4,961
1,052
(520)
(35)
5,458
8,142
9,306
The freehold property owned by Shire Foods Limited was revalued by an independent valuation specialist to
£3,750,000 in May 2021 and this valuation was included as at 31 December 2020. During 2020, the company
acquired freehold properties as part of the Indulgence business combination. The properties were purchased
for £950,000.
In the 2022 financial year, the properties owned by Indulgence Foods Limited were revalued to £2,138,000.
Following Indulgence Patisserie Limited ceasing to trade, these properties were subsequently reclassified as
assets held for sale.
Under the historical cost model, the carrying value of freehold property would be £2,173,700. 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
£8.14 million is pledged as collateral for Group borrowings (all of which are within Shire Foods Limited).
46
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
11 Property, plant and equipment (continued)
Right of use assets
The Group leases certain plant and equipment. The average remaining lease term across all leases is 1.5 years.
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
Net book values
Amounts recognised in the statement of comprehensive income
Group
Interest expense on lease liabilities
Expense relating to short-term leases
Depreciation charge for the year
2022
£'000
2021
£'000
1,770
1,883
2022
£'000
2021
£'000
44
-
329
47
-
365
The aggregate undiscounted commitments for short-term and low value leases at the year-end was £nil (2021
- £nil).
12
Inventories
Raw materials
Finished products
2022
£'000
1,961
1,816
2021
£'000
1,515
2,869
3,777
4,384
The total amount of inventories consumed in the year and charged to cost of sales was £24.62 million (2021:
£18.73 million).
13 Trade and other receivables
Trade receivables
Less: provision for impairment of trade receivables
Net trade receivables
Other receivables
Prepayments and accrued income
2022
£'000
8,466
-
8,466
283
566
2021
£'000
8,195
-
8,195
228
451
9,315
8,874
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.
47
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
13 Trade and other receivables (continued)
The carrying amount of the assets and associated liabilities is as follows:
Trade receivables
Borrowings
2022
£'000
2021
£'000
8,466
(1,143)
8,195
(1,452)
7,323
6,743
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
Denominated in sterling
Denominated in Euros
The ageing analysis of trade receivables is disclosed below:
Up to 3 months
3 to 6 months
6 to 12 months
Over 12 months
14 Cash and cash equivalents
Cash at bank and in hand
15 Assets held for sale
2022
£'000
8,118
348
2021
£'000
7,933
262
8,466
8,195
2022
£'000
8,088
104
274
-
8,466
2021
£'000
7,382
446
347
20
8,195
2022
£'000
2021
£'000
19,136
21,871
Assets held for sale relate to the land and buildings owned by Indulgence Foods Limited, a subsidiary in the
food manufacturing segment, which are no longer in use as the company has discontinued operations. The
Group expects that these will be sold within 12 months.
48
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
15 Assets held for sale (continued)
In the 2022 financial year, the properties owned by Indulgence Foods Limited were revalued to £2,138,000.
Following Indulgence Patisserie Limited ceasing to trade, these properties were subsequently reclassified as
assets held for sale.
16 Available for sale investments
During the year the Group invested in equity securities pursuant to its treasury management policies. The
investments held at year end are carried at fair value (£1.65 million, 2021: nil) and been classified as available
for sale. The cost of the securities was £1.69 million (2021: nil).
Available for sale investments
17 Trade and other payables (current)
Trade payables
Other tax and social security
Other payables
Accruals
2022
£'000
1,649
2021
£'000
-
2022
£'000
2,638
211
54
1,904
4,807
2021
£'000
1,630
197
34
1,518
3,379
The fair value of all trade and other payables approximates to book value at 31 December 2022 and at 31
December 2021.
18 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 Chief Financial &
Operating Officer. 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.
49
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
18 Financial instruments – risk management (continued)
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,
with interest rates of between 3% and 4% above base rate, 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.
50
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
18 Financial instruments – risk management (continued)
An analysis of what the Group manages as capital is outlined below:
Total debt
Cash and cash equivalents
Net funds
Total equity (capital)
Net funds to capital ratio
2022
£'000
(2,900)
19,136
2021
£'000
(3,468)
21,871
16,236
18,403
35,752
37,050
45.4%
49.7%
Reconciliation of movement in net cash
Net cash at 1
January 2022
£'000
Cash flow
£'000
Repayment of
borrowings
£'000
Other non-
cash items
£'000
Net cash at 31
December 2022
£'000
Cash at bank and in hand
Borrowings
21,871
(3,468)
(2,735)
-
Total financial liabilities
18,403
(2,735)
-
628
628
-
(60)
(60)
19,136
(2,900)
16,236
Non-cash items of £60,000 relate to the increase in lease finance arising on the purchase of property, plant and
equipment.
51
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
19 Financial assets and liabilities – numerical disclosures
Analysis of financial assets by category:
31 December 2022
Financial assets
Trade and other receivables
Cash and cash equivalents
Assets held for sale
Available for sale investments
Total assets
Financial liabilities
Non-current borrowings
Current borrowings
Trade and other payables
Total liabilities
31 December 2021
Financial assets
Trade and other receivables
Cash and cash equivalents
Total assets
Financial liabilities
Non-current borrowings
Current borrowings
Trade and other payables
Total liabilities
Fair values
Amortised
cost
£'000
FVOCI
£'000
Total
£'000
9,315
19,136
-
-
28,451
1,270
1,630
4,807
7,707
-
-
2,103
1,649
9,315
19,136
2,103
1,649
3,752
32,203
-
-
-
-
Amortised
cost
£'000
FVOCI
£'000
8,874
21,871
30,745
1,624
1,844
3,379
6,847
-
-
-
-
-
-
-
1,270
1,630
4,807
7,707
Total
£'000
8,874
21,871
30,745
1,624
1,844
3,379
6,847
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.
52
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
19 Financial assets and liabilities – numerical disclosures (continued)
Maturity of financial liabilities
The maturity of borrowings (including right of use leases) carried at amortised cost is as follows:
Less than six months
Six months to one year
One to two years
Two to five years
More than five years
The above borrowings are analysed on the balance sheet as follows:
Loans and other borrowings (current)
Leases (current)
Loans and other borrowings (non-current)
Leases (non-current)
2022
£'000
1,393
237
418
543
309
2,900
2022
£'000
1,258
372
818
452
2,900
2021
£'000
1,592
252
461
719
444
3,468
2021
£'000
1,452
392
933
691
3,468
Borrowings are secured on certain assets of the Group, and interest was charged at rates of between 2.5% and
3.2% during the year. Including interest that is expected to be paid, the maturity of borrowings (including leases)
is as follows:
Less than six months
Six months to one year
One to two years
Two to five years
More than five years
2022
£'000
1,435
276
486
624
323
3,144
The above borrowings including interest that is expected to be paid are analysed as follows:
Loans and other borrowings (current)
Leases (current)
Loans and other borrowings (non-current)
Leases (non-current)
2022
£'000
1,294
418
919
513
3,144
2021
£'000
1,637
293
536
839
472
3,777
2021
£'000
1,493
437
1,068
779
3,777
The maturity of other financial liabilities, excluding loans and borrowings, carried at amortised cost is as follows:
Less than six months
2022
£'000
2,849
2021
£'000
1,827
53
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
20 Deferred tax
Movements in deferred tax provisions are outlined below:
At 1 January 2022
Recognised in P&L during the year
Recognised in equity during the year
At 31 December 2022
Previous year movements were as follows:
At 1 January 2021
Recognised in P&L during the year
Recognised in equity - property revaluation
At 31 December 2021
Accelerated
tax
depreciation
£'000
Other
timing
differences
£'000
Re-
valuations
£'000
Losses
£'000
(678)
16
-
(662)
17
(13)
-
4
(527)
-
(297)
(824)
650
169
-
819
Accelerated
tax
depreciation
£'000
Other
timing
differences
£'000
Re-
valuations
£'000
Losses
£'000
(485)
(193)
-
(678)
10
7
-
17
(387)
-
(140)
(527)
473
177
-
650
Total
£'000
(538)
172
(297)
(663)
Total
£'000
(389)
(9)
(140)
(538)
In addition, there are unrecognised net deferred tax assets as follows:
Tax losses carried forward
Excess of depreciation over capital allowances
Short term temporary differences
Net unrecognised deferred tax asset
2022
£'000
2021
£'000
832
-
-
832
843
-
-
843
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% (2021 – 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.
54
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
21 Share capital
2022
Number
Authorised
2022
£'000
2021
Number
2021
£'000
Ordinary shares of £0.0000001 each
A shares of £0.49999995 each
B shares of £0.49999995 each
Deferred shares of £0.00000001 each
100,100,000
50,000
50,000
4,999,999,500,000
100,100,000
50,000
50,000
4,999,999,500,000
-
25
25
50
100
-
25
25
50
100
2022
Number
2022
£'000
2021
Number
2021
£'000
Issued and fully paid
Ordinary shares of £0.0000001 each
Deferred shares of £0.00000001 each
6,207,074
4,999,994,534,697
6,207,074
4,999,994,534,697
-
50
50
-
50
50
Treasury shares
During the year the Company acquired 204,000 (2021: 3,500) of its own Ordinary shares for total consideration
of £2,090,000 (2021: £44,000). This brought the total number of Ordinary shares held in treasury to 3,842,652
(2021: 3,638,652) with an aggregate nominal value of less than £1. At the year end the total number of Ordinary
shares outstanding (excluding treasury shares) was 2,364,422 (2021: 2,568,422).
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.
22 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
Share premium
Revaluation reserves
Retained earnings
Nature and purpose
Amount subscribed for share capital in excess of nominal value
Cumulative net unrealised gains and short-term losses arising on the revaluation of the
Group’s available for sale investments and freehold property
Cumulative net gains and losses recognised in the statement of comprehensive income,
other than those included in revaluation reserves.
55
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the consolidated financial statements (continued)
23 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.
24 Contingent liabilities
The Group had no material contingent liabilities as at the date of these financial statements.
25 Non-controlling interests
The non-controlling interests of £2,877,000 (2021: £2,402,000) relate to the net assets attributable to the
shares not held by the Group at 31 December 2022 in the following subsidiaries:
Name of subsidiary
NMT Group Limited
Shire Foods Limited
2022
£'000
67
2,810
2021
£'000
68
2,334
2,877
2,402
Summarised financial information (before intra-group eliminations) in respect of those subsidiaries with material
non-controlling interests is presented below:
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Provisions
Net assets (equity)
Group
Non-controlling interests
Revenue
Profit for the year after tax (stated after intra-group management
and interest charges)
Profit for the year attributable to non-controlling interests
Shire Foods Limited
2022
£'000
8,137
13,939
(1,270)
(5,532)
(1,202)
2021
£'000
8,081
10,955
(1,615)
(4,581)
(1,150)
14,072
11,690
11,262
2,810
9,356
2,334
14,072
11,690
38,175
30,775
2,382
1,778
475
354
56
Volvere plc
Parent Company financial statements
Year ended 31 December 2022
57
Volvere plc
Annual report and financial statements for the year ended 31 December 2022
Parent Company balance sheet
Company number 04478674
Fixed assets
Tangible fixed assets
Investments
Current assets
Debtors
Cash at bank and in hand
Available for sale investments
Creditors: amounts falling due within one year
Net current assets
Total assets less current liabilities
Net assets
Called up share capital
Share premium account
Profit and loss account
Shareholders’ funds
Note
3
4
5
6
7
8
2022
£'000
-
5,105
1,865
16,483
1,649
19,997
(4,597)
2022
£'000
2021
£'000
2021
£'000
-
5,114
5,105
5,114
1,726
21,321
-
23,047
(4,681)
15,400
20,505
20,505
50
7,885
12,570
20,505
18,366
23,480
23,480
50
7,885
15,545
23,480
The financial statements were approved by the Board of Directors and authorised for issue on 24 May 2023
and were signed on their behalf by:
Nick Lander
Director
Jonathan Lander
Director
The notes on pages 60 to 63 form part of these financial statements.
58
Volvere plc
Annual report and financial statements for the year ended 31 December 2022
Parent Company statement of changes in equity
2022
Loss for the year
Revaluation in the year
Total comprehensive income for the year
Balance at 1 January
Purchase of own shares
Balance at 31 December
2021
Loss for the year
Total comprehensive income for the year
Balance at 1 January
Purchase of own shares (treasury shares)
Balance at 31 December
Share
capital
£'000
Share
premium
£'000
Retained
earnings
£'000
Total
£'000
-
-
-
50
-
50
-
-
50
-
50
-
-
-
(850)
(35)
(850)
(35)
(885)
(885)
7,885
15,545
23,480
-
(2,090)
(2,090)
7,885
12,570
20,505
-
-
(5,084)
(5,084)
(5,084)
(5,084)
7,885
20,673
28,608
-
(44)
(44)
7,885
15,545
23,480
The notes on pages 60 to 63 form part of these financial statements.
59
Volvere plc
Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the Parent Company financial statements
1
Accounting policies
The financial statements of the Company have been prepared under the historical cost convention as modified
by the revaluation of certain investments and in accordance with Financial Reporting Standard 101 “Reduced
Disclosure Framework”. The following disclosure exemptions have been taken:
• disclosure requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment;
• disclosure requirements of IFRS 7 Financial Instruments: Disclosures;
•
the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative
information in respect of paragraph 73(e) of IAS 16 Property, Plant and Equipment;
• disclosure requirements of paragraphs 134 to 136 of IAS 1 Presentation of Financial Statements in respect
of capital management;
• disclosure about the effects of new but not yet effective IFRSs under IAS 8; and
• disclosure requirements in respect of the compensation of Key Management Personnel under IAS 24
Related Party Disclosures.
•
the Company has not provided a cash flow statement as permitted by FRS 101
The principal accounting policies are summarised below.
Tangible fixed assets
Items of property, plant and equipment are stated at cost less accumulated depreciation and any recognised
impairment loss. Depreciation is charged so as to write off the cost or valuation of assets, over their estimated
useful lives, using the straight line method, on the following bases:
Plant and machinery:
Fixed asset investments
20%-33%
Fixed asset investments are recognised at cost less provision for impairment in value. The Directors perform
regular impairment reviews assessing the carrying value of the asset against the higher of value in use and net
realisable value.
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 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.
60
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the Parent Company financial statements (continued)
1
Accounting policies (continued)
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.
Financial instruments
Other financial assets
Other financial assets comprise solely of receivables. They are initially recognised at fair value and
subsequently carried at amortised cost using the effective interest method less any provision for impairment.
Receivables are considered for impairment when there is a risk of counterparty default.
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 company after deducting all of its 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.
Share-based payments
Refer to the policy statement in note 1 to the consolidated financial statements.
2
Profit for the financial year
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006
and has not presented its own profit and loss account in these financial statements. The Group profit for the
year includes a loss after tax of £850,000 (2021: loss of £5,084,000) which is dealt with in the financial
statements of the Parent Company.
61
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the Parent Company financial statements (continued)
3
Tangible fixed assets
Cost
At 1 January 2022
Additions
At 31 December 2022
Accumulated depreciation
At 1 January 2022
Charge for the year
At 31 December 2022
Net book value
At 31 December 2022
At 31 December 2021
4
Fixed asset investments
Cost
Impairment
Net book value
Plant &
Machinery
£'000
Total
£'000
19
-
19
19
-
19
-
-
19
-
19
19
-
19
-
-
Shares in
group
undertakings
2022
£'000
Shares in
group
undertakings
2021
£'000
5,114
(9)
5,105
5,207
(93)
5,114
Details of the Company’s subsidiaries are disclosed in note 10 of the Group financial statements.
5
Debtors
Amounts owed by group undertakings
Deferred tax asset
Other debtors
Prepayments and accrued income
2022
£'000
1,147
699
5
14
1,865
2021
£'000
1,064
632
19
11
1,726
All amounts shown under debtors fall due for payment within one year.
6 Available for sale investments
Available for sale investments relate to investments made for the purposes of treasury management. They
have been revalued to market value at the year end.
62
Volvere plc - Annual report and financial statements for the year ended 31 December 2022
Notes forming part of the Parent Company financial statements (continued)
7
Creditors: amounts falling due within one year
Trade creditors
Amounts due to Group companies
Other creditors
Accruals and deferred income
8
Share capital
2022
£'000
24
4,459
34
80
2021
£'000
9
4,558
34
80
4,597
4,681
2022
Number
Authorised
2022
£'000
2021
Number
2021
£'000
Ordinary shares of £0.0000001 each
A shares of £0.49999995 each
B shares of £0.49999995 each
Deferred shares of £0.00000001 each
100,100,000
50,000
50,000
4,999,999,500,000
100,100,000
50,000
50,000
4,999,999,500,000
-
25
25
50
100
-
25
25
50
100
Issued and fully paid
2022
Number
2022
£'000
2021
Number
2021
£'000
Ordinary shares of £0.0000001 each
Deferred shares of £0.00000001 each
6,207,074
4,999,994,534,696
6,207,074
4,999,994,534,696
-
50
50
-
50
50
Details of movements during the year, purchases of and sales of own shares and rights attaching to different
classes of share capital are disclosed in note 21 to the consolidated financial statements.
9
Related party transactions
The Company has taken advantage of the exemption conferred by FRS 101 relating to transactions and
balances with subsidiaries that are 100% owned.
During the year the company had management charges receivable from NMT Group Limited (“NMT”) of
£140,000 (2021: £142,000) and from Shire Foods Limited (“Shire”) of £100,000 (2021: £50,000). All companies
are subsidiary undertakings.
At 31 December 2022, amounts due to NMT were £4,459,000 (2021: £4,559,000) and interest charged to the
Company by NMT amounted to £112,000 (2021: £52,000).
63
176556