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Company No: 05210274 (England and Wales)

VERSEONE GROUP LIMITED

Unaudited Financial Statements
For the financial year ended 31 December 2023
Pages for filing with the registrar

VERSEONE GROUP LIMITED

Unaudited Financial Statements

For the financial year ended 31 December 2023

Contents

VERSEONE GROUP LIMITED

COMPANY INFORMATION

For the financial year ended 31 December 2023
VERSEONE GROUP LIMITED

COMPANY INFORMATION (continued)

For the financial year ended 31 December 2023
DIRECTORS S J Allder
A Bathgate
E W R Milner (Appointed 04 April 2024)
C J D Mounsey
A D Neilson
SECRETARY Carter Backer Winter Trustees Limited
REGISTERED OFFICE Griffin House
West Street
Woking
GU21 6BS
England
United Kingdom
COMPANY NUMBER 05210274 (England and Wales)
ACCOUNTANT Gravita III LLP
Aldgate Tower
2 Leman Street
London
E1W 9US
United Kingdom
VERSEONE GROUP LIMITED

BALANCE SHEET

As at 31 December 2023
VERSEONE GROUP LIMITED

BALANCE SHEET (continued)

As at 31 December 2023
Note 2023 2022
£ £
Fixed assets
Tangible assets 3 21,465 27,145
Investments 4 260 260
21,725 27,405
Current assets
Debtors 5 192,589 353,356
Cash at bank and in hand 3,092,555 2,680,672
3,285,144 3,034,028
Creditors: amounts falling due within one year 6 ( 608,824) ( 457,598)
Net current assets 2,676,320 2,576,430
Total assets less current liabilities 2,698,045 2,603,835
Net assets 2,698,045 2,603,835
Capital and reserves
Called-up share capital 7 120 117
Share premium account 196,531 187,034
Capital redemption reserve 5,495 5,495
Other reserves 8,380 5,475
Profit and loss account 2,487,519 2,405,714
Total shareholders' funds 2,698,045 2,603,835

For the financial year ending 31 December 2023 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of Verseone Group Limited (registered number: 05210274) were approved and authorised for issue by the Board of Directors on 24 September 2024. They were signed on its behalf by:

Mr A D Neilson
Director
VERSEONE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2023
VERSEONE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2023
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Verseone Group Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Griffin House, West Street, Woking, GU21 6BS, England, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover represents the value, net of value added tax and discounts, of consultancy services provided to customers.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Employee benefits

Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Share-based payment

The cost of equity settled transactions with employees is measured by reference to the fair value at the date on which they are granted. The fair value is measured at grant date using a Black Scholes model in accordance with the characteristics of the plan.

The cost of equity settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award. The cumulative expense recognised for equity settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the company's best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance and/or service conditions are satisfied.

Where the terms of an equity settled award are modified, the minimum expense recognised is the expense as if the terms had not been modified. An additional expense is recognised for any modification, which increases the total fair value of the share based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

Where an equity settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.

Equity-settled share-based payments are measured at fair value at the date of grant . The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Plant and machinery 4 years straight line
Fixtures and fittings 4 years straight line
Leases

The Company as lessee
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible 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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its 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 the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. Other investments are valued at cost.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

2. Employees

2023 2022
Number Number
Monthly average number of persons employed by the Company during the year, including directors 31 30

3. Tangible assets

Plant and machinery Fixtures and fittings Total
£ £ £
Cost
At 01 January 2023 68,038 52,052 120,090
Additions 5,367 779 6,146
At 31 December 2023 73,405 52,831 126,236
Accumulated depreciation
At 01 January 2023 55,387 37,558 92,945
Charge for the financial year 6,683 5,143 11,826
At 31 December 2023 62,070 42,701 104,771
Net book value
At 31 December 2023 11,335 10,130 21,465
At 31 December 2022 12,651 14,494 27,145

4. Fixed asset investments

2023 2022
£ £
Subsidiary undertakings 260 260

Investments in shares

Name of entity Registered office Principal activity Class of
shares
Ownership
31.12.2023
Ownership
31.12.2022
Be Disruptive Ltd England Dormant Ordinary shares 100.00% 100.00%
Disruptive Hub Ltd England Dormant Ordinary shares 100.00% 100.00%
Firebox Digital Ltd England Dormant Ordinary shares 100.00% 100.00%
Guess2Give Ltd England Dormant Ordinary shares 100.00% 100.00%
VerseOne Creative Ltd England Dormant Ordinary shares 100.00% 100.00%
VerseOne Digital Ltd England Dormant Ordinary shares 100.00% 100.00%
VerseOne Technologies Ltd England Dormant Ordinary shares 100.00% 100.00%
Vocoll Technologies Ltd England Dormant Ordinary shares 100.00% 100.00%

5. Debtors

2023 2022
£ £
Trade debtors 144,270 224,263
Prepayments 35,612 23,650
Corporation tax 0 92,737
Other debtors 12,707 12,706
192,589 353,356

6. Creditors: amounts falling due within one year

2023 2022
£ £
Trade creditors 42,591 27,841
Accruals and deferred income 333,628 324,890
Taxation and social security 217,941 93,083
Other creditors 14,664 11,784
608,824 457,598

7. Called-up share capital

2023 2022
£ £
Allotted, called-up and fully-paid
990 B Ordinary shares of £ 0.10 each 99 99
206 A Ordinary shares of £ 0.10 each (2022: 180 shares of £ 0.10 each) 21 18
120 117

8. Financial commitments

Commitments

2023 2022
£ £
Total future minimum lease payments under non-cancellable operating lease 43,941 57,440

9. Related party transactions

Transactions with the entity's directors

Dividends totalling £305,529 (2022 - £50,000) were paid in the year in respect of shares held by the company's directors.