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Registered number: 03781267









VERVE GROUP LIMITED









DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
VERVE GROUP LIMITED
 
 
COMPANY INFORMATION


Directors
T E Pain 
R A Nicholson 
J A Watson 




Company secretary
J A Watson



Registered number
03781267



Registered office
10 Blandford Street

London

W1U 4AZ




Independent auditors
Barnes Roffe LLP
Chartered Accountants & Statutory Auditor

Leytonstone House

Leytonstone

London

E11 1GA




Solicitors
Mishcon de Reya
Africa House

70 Kingsway

London

WC2B 6AH





 
VERVE GROUP LIMITED
 

CONTENTS



Page
Directors' report
 
1 - 2
Independent auditors' report
 
3 - 6
Consolidated statement of comprehensive income
 
7
Consolidated statement of financial position
 
8 - 9
Company statement of financial position
 
10 - 11
Consolidated statement of changes in equity
 
12
Company statement of changes in equity
 
13
Notes to the financial statements
 
14 - 32


 
VERVE GROUP LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors

The directors who served during the year were:

T E Pain 
R A Nicholson 
J A Watson 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditorsBarnes Roffe LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 1

 
VERVE GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





T E Pain
Director

Date: 3 June 2024

Page 2

 
VERVE GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERVE GROUP LIMITED
 

Opinion


We have audited the financial statements of Verve Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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 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 Group's or the parent 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.


Page 3

 
VERVE GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERVE GROUP LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' report has been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Group strategic report.


Page 4

 
VERVE GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERVE GROUP LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 1, 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 misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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 Group 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the industry, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax, payroll tax and value added tax.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:

Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;
Reviewing the financial statements and testing the disclosures against supporting documentation;
Performing analytical procedures to identify any unusual or unexpected trends or anomalies;
Inspecting and testing journal entries to identify unusual or unexpected transactions;
Assessing whether judgement and assumptions made in determining significant accounting estimates were indicative of management bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

Page 5

 
VERVE GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERVE GROUP LIMITED (CONTINUED)



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 Auditors' report.


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 2006Our 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.





Sooreeyen Iyaroo (Senior statutory auditor)
for and on behalf of
Barnes Roffe LLP
Chartered Accountants
Statutory Auditor
Leytonstone House
Leytonstone
London
E11 1GA


3 June 2024
Page 6

 
VERVE GROUP LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
2,754,085
3,023,165

Cost of sales
  
(648,865)
(722,277)

Gross profit
  
2,105,220
2,300,888

Administrative expenses
  
(1,797,389)
(2,115,586)

Exceptional administrative expenses
 5 
64,963
89,225

Fair value movements
  
286,126
(482,323)

Operating profit/(loss)
 6 
658,920
(207,796)

Interest receivable and similar income
 10 
14,131
1,910

Interest payable and similar expenses
 11 
(795,938)
(393,306)

Loss before taxation
  
(122,887)
(599,192)

Tax on loss
 12 
(65,784)
203,105

Loss for the financial year
  
(188,671)
(396,087)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(188,671)
(396,087)

  
(188,671)
(396,087)

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 14 to 32 form part of these financial statements.

Page 7

 
VERVE GROUP LIMITED
REGISTERED NUMBER: 03781267

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 14 
57,897
61,603

Investments
 15 
11,029
22,677

Investment property
 16 
25,767,501
28,545,000

  
25,836,427
28,629,280

Current assets
  

Debtors: amounts falling due within one year
 17 
3,265,344
4,056,790

Cash at bank and in hand
 18 
1,868,173
2,541,210

  
5,133,517
6,598,000

Creditors: amounts falling due within one year
 19 
(2,625,154)
(18,259,603)

Net current assets/(liabilities)
  
 
 
2,508,363
 
 
(11,661,603)

Total assets less current liabilities
  
28,344,790
16,967,677

Creditors: amounts falling due after more than one year
 20 
(13,000,000)
-

Provisions for liabilities
  

Deferred taxation
 22 
(1,977,845)
(1,912,061)

Net assets
  
13,366,945
15,055,616


Capital and reserves
  

Called up share capital 
 23 
20,003
20,003

Share premium account
 24 
89,998
89,998

Other reserves
 24 
6,865,310
8,024,418

Retained earnings
 24 
6,391,634
6,921,197

  
13,366,945
15,055,616


Page 8

 
VERVE GROUP LIMITED
REGISTERED NUMBER: 03781267
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

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

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




J A Watson
Director

Date: 3 June 2024

The notes on pages 14 to 32 form part of these financial statements.

Page 9

 
VERVE GROUP LIMITED
REGISTERED NUMBER: 03781267

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 14 
45,056
43,799

Investments
 15 
11,035
22,683

  
56,091
66,482

Current assets
  

Debtors: amounts falling due within one year
 17 
20,015,588
22,390,972

Cash at bank and in hand
 18 
691,088
1,209,912

  
20,706,676
23,600,884

Creditors: amounts falling due within one year
 19 
(5,054,578)
(21,723,961)

Net current assets
  
 
 
15,652,098
 
 
1,876,923

Total assets less current liabilities
  
15,708,189
1,943,405

  

Creditors: amounts falling due after more than one year
 20 
(13,000,000)
-

Provisions for liabilities
  

Deferred taxation
 22 
(10,404)
(10,404)

Net assets
  
2,697,785
1,933,001


Capital and reserves
  

Called up share capital 
 23 
20,003
20,003

Share premium account
 24 
89,998
89,998

Other reserves
 24 
18,988
18,988

Retained earnings
 24 
2,568,796
1,804,012

  
2,697,785
1,933,001


Page 10

 
VERVE GROUP LIMITED
REGISTERED NUMBER: 03781267
    
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023

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

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


J A Watson
Director

Date: 3 June 2024

The notes on pages 14 to 32 form part of these financial statements.

Page 11

 
VERVE GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Non-distributable reserves
Retained earnings
Total equity

£
£
£
£
£


At 1 January 2022
20,003
89,998
8,561,119
6,780,583
15,451,703


Comprehensive income for the year

Loss for the year
-
-
-
(396,087)
(396,087)

Surplus on revaluation of investment properties transferred to non-distributable reserve
-
-
(482,323)
482,323
-

Realised revaluation reserve on disposal of investment properties
-
-
(325,333)
325,333
-

Movement in deferred tax on revaluation of investment properties recognised in income statement
-
-
270,955
(270,955)
-



At 1 January 2023
20,003
89,998
8,024,418
6,921,197
15,055,616


Comprehensive income for the year

Loss for the year
-
-
-
(188,671)
(188,671)

Deficit on revaluation of investment properties transferred to non-distributable reserves
-
-
297,774
(297,774)
-

Realised revaluation reserve on disposal of investment properties
-
-
(1,434,051)
1,434,051
-

Movement in deferred tax on revaluation of investment properties recognised in income statement
-
-
(22,831)
22,831
-


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(1,500,000)
(1,500,000)


At 31 December 2023
20,003
89,998
6,865,310
6,391,634
13,366,945


The notes on pages 14 to 32 form part of these financial statements.

Page 12

 
VERVE GROUP LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Non-distributable reserves
Retained earnings
Total equity

£
£
£
£
£


At 1 January 2022
20,003
89,998
18,988
1,544,691
1,673,680


Comprehensive income for the year

Profit for the year
-
-
-
259,321
259,321



At 1 January 2023
20,003
89,998
18,988
1,804,012
1,933,001


Comprehensive income for the year

Profit for the year
-
-
-
2,264,784
2,264,784


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(1,500,000)
(1,500,000)


At 31 December 2023
20,003
89,998
18,988
2,568,796
2,697,785


The notes on pages 14 to 32 form part of these financial statements.

Page 13

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Verve Group Limited ("the Company") is a private company limited by shares and incorporated in England and Wales. The registered office of the Company is 10 Blandford Street, London W1U 4AZ.
The principal activity of the Company and its subsidiaries (together "the Group") is that of rental of investment property and the provision of hospitality services.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

  
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

  
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue principally comprises income recognised by the Group in respect of rent charged and other ancillary services supplied during the year, exclusive of Value Added Tax and trade discounts.
Rental income is recognised on a straight line basis over the term of the lease. Amounts invoiced in advance of a tenancy period are deferred accordingly and recognised as income in the period to which they relate.
Event revenue is recognised on the date of an event taking place and related costs are charged to the income statement on the same basis. Amounts invoiced in advance of a event taking place are deferred accordingly and recognised as income in the period to which they relate.

Page 14

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Going concern

The financial statements have been prepared on the going concern basis.
The directors consider the going concern basis to be appropriate because they have reviewed the Group's and the Company's cash flow forecasts and considered the impact on going concern, concluding that the going concern basis remains an appropriate basis of preparation for these fiancial statements given the likely cash flow impact of operations 12 months from the date of approval of these financial statements.
The directors understand that the Group is currently in a strong financial position with positive cash reserves. The directors have been encouraged by the resilience the Group's and the Company's business model has shown during the pandemic. In addition, the Group's loan facility has been renewed subsequent to the year end.
The directors have assumed that the Group, and the Company, will continue to operate and that the Group will be able to meets its ongoing liabilities as and when they fall due. Accordingly, the Group's financial statements are prepared on the going concern basis and do not included any adjustments that woudl be required in the event that the Group were unable to meet its liabilities as they fall due.

 
2.5

Operating leases: the Group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 15

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 16

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.13
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following bases:

Long-term leasehold property
-
15%
straight line
Plant and machinery
-
50%
straight line
Motor vehicles
-
25%
straight line
Fixtures and fittings
-
25%
straight line
Office equipment
-
25%
straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

  
2.14

Investment property

Investment properties, which is property held to earn rentals and/or for capital appreciation, including property under construction for such purposes, is measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment properties are included in profit or loss in the period in which they arise, including the corresponding tax effect.
Investment properties are internally valued on an annual basis by the Company's directors who are professionally qualified to do so as members of the Royal Institute of Chartered Surveyors (RICS) in the UK.
Fair values are determined based on comparable sales to owner occupiers and open market lettings using a yield methodology. The latter uses open market rental values capitalised at a market capitalisation rate but there is an inevitable degree of judgement involved in that each property is unique and value can only ultimately be reliably tested in the market itself.
Investment properties are derecognised either when they have been disposed of (i.e. at the date the recipient obtains control) or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

Page 17

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment.

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

  
2.18

Creditors

Short-term creditors are measured at the transaction price.

 
2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 18

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.20

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of financial position when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

 
2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 19

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The directors make certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the nest financial year are discussed below.
Significant judgements
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in financial statements.
Going concern
Significant judgement is required in the Group's assessment of its use of the going concern basis, and further information on this is included in note 2.2. These include preparing cashflow forecast, and budgets and timing of events held in next accounting period.
Critical accounting estimates
Investment properties
As described in note 15 to the financial statements, investment properties are stated at fair value based on the valuation performed by the directors using the yield methodology. This uses market rental values capitalised at a market capitalisation rate but there is an inevitable degree of judgement involved in that each property is unique and value can only ultimately be reliably tested in the market itself. Key estimated inputs into the valuations are:
- Annual rent per square meter
- Capitalisation rate


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Rent receivable
2,203,912
2,438,520

Sales
501,740
430,515

Commissions receivable
45,628
35,421

Other income
2,805
118,709


All turnover arose within the United Kingdom.

Page 20

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Exceptional items

2023
2022
£
£


Profit on sale of investment property
64,963
89,225


6.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
28,993
31,000

Defined contribution pension costs
42,362
30,931


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
9,300
8,700

Fees payable to the Company's auditors for the audit of the audit of the fiancial statements of the Company's subsidiaries

The auditing of accounts of associates of the Company
32,450
27,300

Taxation services
8,900
-


8.


Employees

The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Staff
29
29
4
4

Page 21

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
360,214
566,809


The highest paid director received remuneration of £321,015 (2022: £313,433).


10.


Interest receivable

2023
2022
£
£


Other interest receivable
14,131
1,910


11.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
795,938
393,306


12.


Taxation


2023
2022
£
£

Corporation tax


Adjustments in respect of previous periods
-
24,247


Total current tax
-
24,247

Deferred tax


Origination and reversal of timing differences
42,953
43,603

Changes to tax rates
22,831
(270,955)

Total deferred tax
65,784
(227,352)


Tax on loss
65,784
(203,105)
Page 22

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(122,887)
(599,192)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
(30,722)
(113,846)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
25,955
175,874

Capital allowances for year in excess of depreciation
(96,973)
(46,283)

Utilisation of tax losses
(15,563)
-

Adjustments to tax charge in respect of prior periods
-
24,247

Non-taxable income
(90,685)
(40,893)

Capital gains
156,859
25,148

Movement in deferred tax
65,784
(227,352)

Unrelieved tax losses carried forward
51,129
-

Total tax charge for the year
65,784
(203,105)


Factors that may affect future tax charges

The Group has taxable losses of £581,067 available for offset against future taxable profits.


13.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The profit after tax of the parent Company for the year was £2,264,784 (2022 - £259,321).

Page 23

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Tangible fixed assets

Group






Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2023
71,882
15,148
30,995
132,139
98,376
348,540


Additions
-
-
35,224
-
5,250
40,474


Disposals
-
-
(18,000)
-
-
(18,000)



At 31 December 2023

71,882
15,148
48,219
132,139
103,626
371,014



Depreciation


At 1 January 2023
71,881
9,214
12,995
108,581
84,266
286,937


Charge for the year on owned assets
-
4,633
10,354
4,711
9,295
28,993


Disposals
-
-
(2,813)
-
-
(2,813)



At 31 December 2023

71,881
13,847
20,536
113,292
93,561
313,117



Net book value



At 31 December 2023
1
1,301
27,683
18,847
10,065
57,897



At 31 December 2022
1
5,934
18,000
23,558
14,110
61,603




The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Long leasehold
1
1


Page 24

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           14.Tangible fixed assets (continued)


Company






Long-term leasehold property
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£

Cost or valuation


At 1 January 2023
71,882
30,995
49,700
91,491
244,068


Additions
-
35,224
-
-
35,224


Disposals
-
(18,000)
-
-
(18,000)



At 31 December 2023

71,882
48,219
49,700
91,491
261,292



Depreciation


At 1 January 2023
71,881
12,995
37,117
78,276
200,269


Charge for the year on owned assets
-
10,354
-
8,426
18,780


Disposals
-
(2,813)
-
-
(2,813)



At 31 December 2023

71,881
20,536
37,117
86,702
216,236



Net book value



At 31 December 2023
1
27,683
12,583
4,789
45,056



At 31 December 2022
1
18,000
12,583
13,215
43,799





The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Long leasehold
1
1


Page 25

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Fixed asset investments

Group





Listed investments

£



Cost or valuation


At 1 January 2023
22,677


Revaluations
(11,648)



At 31 December 2023
11,029




Company





Investments in subsidiary companies
Listed investments
Total

£
£
£



Cost or valuation


At 1 January 2023
6
22,677
22,683


Revaluations
-
(11,648)
(11,648)



At 31 December 2023
6
11,029
11,035





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Verve Developments Limited
10 Blandford Street, London W1U 4AZ
Property investment and rentals
Ordinary
100%
Verve Events Limited
As above
Provision of hospitality services
Ordinary
100%
Verve Investments Limited
As above
Property investment and rentals
Ordinary
100%
Verve Properties Limited
As above
Property investment and rentals
Ordinary
100%

Page 26

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Investment property

Group


Freehold investment property

£



Valuation


At 1 January 2023
28,545,000


Additions at cost
1,174,727


Disposals
(4,250,000)


Surplus on revaluation
297,774



At 31 December 2023
25,767,501

The 2023 valuations were made by the directors, on an open market value for existing use basis. The 2023 valuations were made by T E Pain, a director fo the company who is professionally qualified and a member of RICS. The significant assumptions made relating to the valuation at 31 December 2023 are given in note 3.



If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:

2023
2022
£
£


At 1 January
19,215,300
18,845,244

Additions
1,174,727
748,723

Disposals
(2,815,949)
(378,667)

17,574,078
19,215,300



Page 27

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
867,463
1,155,152
32
32

Amounts owed by group undertakings
-
-
19,596,785
21,976,394

Other debtors
2,271,758
2,626,792
382,643
385,203

Prepayments and accrued income
126,123
274,846
36,128
29,343

3,265,344
4,056,790
20,015,588
22,390,972


In 2019, the Group entered into sales and purchase agreement for some of its investment properties for a consideration of £4,332,955 being £2,725,040 cash payment and a non-monetary consideration of £1,607,915, of which £733,215 has been settled in 2023 with the balance of £874,701 anticipated to be settled in 2024 via the grant of a long leasehold when the property development at the site is completed.
Included within amounts owed by group undertakings are loans totalling £13,000,000 (
2022: £15,000,000). The loans are unsecured, bear interest at LIBOR + 1.25% (2022: LIBOR + 1.25%) and are repayable on demand.


18.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
1,868,173
2,541,210
691,088
1,209,912



19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
-
15,000,000
-
15,000,000

Other loans
90,000
90,000
90,000
90,000

Trade creditors
203,371
668,645
24,633
419,768

Amounts owed to group undertakings
-
-
4,618,912
5,991,893

Corporation tax
30,121
30,123
30,121
30,123

Other taxation and social security
417,713
455,867
34,600
44,561

Other creditors
506,403
771,570
14,057
2,047

Accruals and deferred income
1,377,546
1,243,398
242,255
145,569

2,625,154
18,259,603
5,054,578
21,723,961


Page 28

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
13,000,000
-
13,000,000
-



21.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Bank loans
-
15,000,000
-
15,000,000

Other loans
90,000
90,000
90,000
90,000

Amounts falling due 2-5 years

Bank loans
13,000,000
-
13,000,000
-


13,090,000
15,090,000
13,090,000
15,090,000


Bank loans are secured over the assets of a third party pledger who is a related company of the Group thorugh common ownership and control. The loans bear interest at LIBOR + 0.75% per annum (2022: LIBOR + 0.75%) and are fully repayable in March 2026. The directors consider that the carrying amount of the bank loans approximate to their fair value.
Subsequent to the year end the above bank loan was renewed with the lender.


22.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
1,912,061
2,139,413


Charged to profit or loss
65,784
(227,352)



At end of year
1,977,845
1,912,061

Page 29

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
22.Deferred taxation (continued)

Company


2023
2022


£

£






At beginning of year
10,404
6,301


Charged to profit or loss
-
4,103



At end of year
10,404
10,404

The provision for deferred taxation is made up as follows:

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Accelerated capital allowances
597,328
491,589
5,863
5,863

Capital gains
1,470,463
1,515,086
4,541
4,541

Losses and other deductions
(89,946)
(94,614)
-
-

1,977,845
1,912,061
10,404
10,404


23.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



13,000 (2022 - 13,000) "A" Ordinary shares of £1.00 each
13,000
13,000
7,000 (2022 - 7,000) "B" Ordinary shares of £1.00 each
7,000
7,000
1 (2022 - 1) "A" Special share of £1.00
1
1
2 (2022 - 2) "B" Special shares of £1.00 each
2
2

20,003

20,003

The "A" and "B" Ordinary shares carry the right to one vote per share and the right to share in any distribution of profits or returns of capital.
The "A" and "B" Special shares do not carry the right to vote.


Page 30

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Reserves

Share premium account

This includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Non-distributable reserves

This includes the unrealised fair value gains on investment properties which are non-distributable profits.

Retained earnings

This reserve includes all current and prior period retained profits and losses net of dividends paid and other adjustments. which are considered distributable


25.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £42,362 (2022: £30,931). 


26.


Commitments under operating leases - Lessor

The Group has entered into leases on its property portfolio, the leases typically have remaining lease terms between 5 months and 999 years and include clauses to enable periodic upward revisions of the rental charge according to prevailing market conditions. Some leases contain option to break before the end of the lease term.
The Group has also entered into leases where it receives annual ground rent from the tenants. These leases typically have remaining lease terms between 247 to 999 years and have the same characteristics as the leases noted above.


At 31 December 2023 the Group had contracted with tenants under non-cancellable operating leases for the following future minimum lease payments:


Group
Group
2023
2022
£
£

Not later than 1 year
1,921,209
1,864,001

Later than 1 year and not later than 5 years
5,307,538
4,835,257

Later than 5 years
37,214,396
37,601,537

44,443,143
44,300,795

The Company had no commitments under non-cancellable operating leases at the balance sheet date.

Page 31

 
VERVE GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

27.


Related party transactions

The Group and Company has taken advantage of the exemptions provided by Section 33 of FRS 102 'Related Party Disclosures' and has not disclosed transactions entered into between two or more members of the Group provided that any subsidiary undertaking which is party to the transactions is wholly owned by a member of that group.
During the year the Group disposed of investment properties totalling £350,000 to a director and £350,000 to a director's spouse. All sales were arm's length transactions.
Key management personnel
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group. Key management personal are considered the directors of the Company. See note 8 for details of the directors' remuneration and other transactions in the year.


28.


Controlling party

The Company's immediate parent company is Hanaley Limited, a company domiciled and registered in Liechtenstein. Copies of the consolidated financial statements for that company are available at 10 Blandford Street, London W1U 4AZ.
The Company's ultimate controlling party is Valeura Holding Foundation, an entity domiciled in Liechtenstein.

 
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