Registered number: 05728008
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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VEGNER GROUP LIMITED
Company Information
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VEGNER GROUP LIMITED
Contents
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VEGNER GROUP LIMITED
Strategic report
For the year ended 31 December 2024
The Directors present their Strategic Report for the period ended 31 December 2024.
Principal activities The Company’s principal activity during the period under review was that of a holding company, although the company does undertake several group-wide services supporting various of its subsidiaries.
The Directors report a profit on ordinary activities after taxation of £14,678,391 (period ended 31 December 2023: £1,357,911).
During the year, Alec Guthrie and James Howgego both left the Company. The Board would like to thank them for their contributions to the business. Having been appointed CEO, Erica Mason has continued to build her leadership team during the year to position the business well for the future. On 3 May 2024 the Company sold the entire share capital of its former subsidiary Alexander Bonhill Limited to Odevo UK Limited, a fellow member of the wider Odevo UK Group. The Directors continue to be optimistic that the collaboration with Odevo UK management and other Odevo UK Group companies will improve the performance of the business in the medium term. Overall, the Directors were content with the performance of the business during the year and look forward to the continuing growth of the Group.
The principle risks and uncertainties faced by the Company are set out below:
Cost of living crisis The Directors continue to be very aware of the potential impact of the cost of living crisis on clients and employees. To help clients and employees, the Company: • Reviews employee pay level to ensure they are fair and are market rate; and • Offers financial guidance to employees Acquisitions and investments Part of the Company’s strategy is to acquire and make investments in complementary businesses as appropriate opportunities arise. The risks the Company may face should it acquire or invest in complementary businesses include: • Difficulties with the integration and assimilation of the acquired business; • Diversion of the attention of the Company’s management team from other business concerns; • Availability of favourable acquisition or investment financing; and • Loss of key employees of any acquired business. To mitigate the risks in respect of acquisitions and investments, the Company carries out detailed due diligence and produces cash flow projections to ensure that any target is a suitable strategic fit and is financially sound. The Company generally uses experienced employees and advisors to do the acquisition work.
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VEGNER GROUP LIMITED
Strategic report (continued)
For the year ended 31 December 2024
Attraction and retention of key employees
The Company is very dependent on its Directors and other key employees and whilst it has entered into contractual arrangements with these individuals, retention of these services cannot be guaranteed. The Company has attempted to reduce this risk by offering competitive remuneration packages. The Company also invests significantly in training and development. Regulatory Risks The Company may be affected by the prevailing regulatory and legal environment relating to its business. Financial Risks The Company only operates in the UK and is currently not exposed to foreign exchange risk. As an intermediate holding company, the Company is not exposed to credit risk. All of the Company’s cash and bank balances are held with recognised UK clearing banks. Liquidity risk is managed through weekly, quarterly and annual cash flow forecasting and monitoring by the finance team, senior management and the senior finance staff of Odevo UK. Financial key performance indicators As the Company is a holding company, the management of the company does not involve the use of specific key performance indicators. However, the Directors continue to monitor the profit and loss of the Company to ensure the costs of the Company are controlled and minimised.
The Directors set out below their statement of compliance with s.172(1) of the Companies Act 2006 which should be read in conjunction with the other sections of the annual report and with the Investor relations section of the Group website, www.vegnergroup.com. S.172 requires a Director of a Company to act in a way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole.
The Directors preside over the Group for the benefit of all stakeholders. When making decisions, the Directors consider both the potential short and long term implications of such decisions. The main goal is the development and growth of the business which we see improving returns for shareholders, the realisation of the ambitions of Group employees and the delivery of a best in class service to all clients whilst being mindful of the impact of operations on the environment. The individual stakeholder groups are considered in more detail below: Shareholders The Directors provide information for the shareholders through the AGM, the annual report and investor meetings. There is only one class of share so all members are treated equally. Employees The Group is a service business, so the employees are hugely important in the development and success of the Group. The Directors place significant importance on the outcome of decisions on its employees and undertake to act in their best interests. The Directors strive for the Group to be the employer of choice in the industry in
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VEGNER GROUP LIMITED
Strategic report (continued)
For the year ended 31 December 2024
which it operates by offering superior training and prospects compared to its peers. They are also committed to creating a workplace that promotes employee’s wellbeing and equal opportunities.
The Directors undertake a thorough employee survey once a year to understand what the Group does well and where it could improve. Regular pulse surveys are also undertaken throughout the year. Clients and customers The Directors strive to give clients the best possible experience by investing heavily in systems and employees. An example of how the Group is doing this is evidenced by the continued investment in the digitisation of the Group’s systems and processes project and the continued investment in its proprietary PMS software platform. The directors believe that this underpins much of the client experience offered by the Group. To foster and understand relationships with clients, the Directors regularly use client satisfaction surveys to understand performance and to understand how the Group could improve services. The Group continues to increase the number of client surveys undertaken to help improve the client experience. The Directors have continued to invest in its contractor accreditation scheme to ensure the skillset of the contractors carrying out maintenance and repairs for clients matches the needs and standards of the clients from a competency perspective as well as a legal compliance and environment standpoint. The Group is a service based business and so is heavily dependent on its employees as opposed to having a significant number of supplier relationships. Where the Group has a relationship with a supplier, the Directors endeavour to ensure all obligations are settled in a timely fashion. Community and environment The Directors are mindful of the impact of its operations on both the community and the environment. As such, the Group expects its employees and its suppliers to be considerate and aware of the results of their actions at all times. The Group strives to maintain the highest ethical standards at all times. The Directors actively work to ensure our client suppliers and contractors can demonstrate that they use renewable energy and use products of a sustainable source whenever possible. Whilst the Group encourages our clients to procure all utilities from providers that use environmentally friendly renewable sources, it should be noted that not all clients embrace this due to the extra cost involved. All Group stationery is environmentally friendly and the outsourced postage service works within the ISO14001 green accreditation regime.
This report was approved by the board on 7 April 2025 and signed on its behalf.
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VEGNER GROUP LIMITED
Directors' report
For the year ended 31 December 2024
The Directors present their report and the financial statements for the year ended 31 December 2024.
The Directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' reports may differ from legislation in other jurisdictions.
The profit for the year, after taxation, amounted to £14,678,391 (2023 - £1,357,911).
The directors do not recommend the payment of a final dividend (year ended 31 December 2023: £nil).
The Directors who served during the year were:
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VEGNER GROUP LIMITED
Directors' report (continued)
For the year ended 31 December 2024
The auditor, Sayers Butterworth LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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VEGNER GROUP LIMITED
Independent auditor's report to the members of Vegner Group Limited
We have audited the financial statements of Vegner Group Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The 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).
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 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.
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.
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VEGNER GROUP LIMITED
Independent auditor's report to the members of Vegner Group Limited (continued)
The other information comprises the information included in the Directors' Report other than the financial statements and our Auditor's report thereon. The Directors are responsible for the other information contained within the Directors' Report. Our 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.
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 is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
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.
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VEGNER GROUP LIMITED
Independent auditor's report to the members of Vegner Group Limited (continued)
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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the Company’s legal and regulatory framework through enquiry of management of their understanding of the relevant laws and regulations, the Company’s policies and procedures regarding compliance and how they identify, evaluate and rectify any instances of non-compliance. We also drew on our existing understanding of the Company’s industry and regulation. We understand the Company complies with requirements of the framework through: • The directors’ close involvement in the day-to-day running of the business, meaning that any litigation or claims would come to their attention directly; and • The outsourcing of tax compliance to external experts. In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the Company’s ability to conduct business and where failure to comply could result in material penalties. We have identified the following laws and regulations as being of significance in the context of the Company; • The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements. The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity’s financial statements to material misstatement, including how fraud might occur. The key area identified in this discussion was the manipulation of the financial statements through the posting of manual journals. The procedures carried out to gain evidence in the above areas included: • Testing of manual journal entries, selected based on specific risk assessments applied based on the Company’s processes and controls surrounding manual journals.
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.
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VEGNER GROUP LIMITED
Independent auditor's report to the members of Vegner Group Limited (continued)
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 Auditor's 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.
for and on behalf of
Chartered Accountants and Statutory Auditor
3rd Floor
12 Gough Square
EC4A 3DW
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VEGNER GROUP LIMITED
Statement of comprehensive income
For the year ended 31 December 2024
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VEGNER GROUP LIMITED
Registered number: 05728008
Statement of financial position
As at
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VEGNER GROUP LIMITED
Registered number: 05728008
Statement of financial position (continued)
As at 31 December 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 15 to 32 form part of these financial statements.
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VEGNER GROUP LIMITED
Statement of changes in equity
For the year ended 31 December 2024
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VEGNER GROUP LIMITED
Statement of changes in equity
For the year ended 31 December 2023
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VEGNER GROUP LIMITED
Notes to the financial statements
For the year ended 31 December 2024
Vegner Group Limited ("the Company") and its subsidiaries, together, "the group", specifically focus on residential property management.
The Company is a limited company incorporated and domiciled in England and Wales. The address of its registered office is 9-11 The Quadrant, Richmond, Surrey, TW9 1BP.
These financial statements are for the year ended 31 December 2024. The comparaitves are for the 9 months ending 31 December 2023.
2.Accounting policies
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 management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Odevo UK Holdco Limited as at 31 December 2024 and these financial statements may be obtained from Companies House.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
Accordingly, these financial statements present information about the Company as an entity and not about its group.
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VEGNER GROUP LIMITED
Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
After making the necessary enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. On this basis, the company continues to adopt the going concern basis in preparing the financial statements.
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 is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Other income represents fees receivable from activities relating to client resource management. All revenue arises in the UK and is stated net of VAT.
Goodwill
Other intangible assets
Intangible assets are amortised over their useful life and assessed for impairment whenever there is an indication of impairment. The amortisation period and the amortisation method for intangible assets are reviewed at least at each financial year end. The amortisation expense on intangible assets is recognised in the statement of comprehensive income in the expense category consistent with the function of the intangible asset.
Amortisation on software licenses is provided on straight line basis over a period of 8 years.
Amortisation on trademarks is provided on a straight line basis over 10 years.
No amortisation is recognised in the year of acquisition of an intangible asset.
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VEGNER GROUP LIMITED
Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (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 basis:
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.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings, as described below.
Non-financial assets
At each Balance Sheet date, the Company 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). Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
If the recoverable amount of a non-financial 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 (cash-generating unit) is increased to the revised estimate of its recoverable amount, but 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 (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.
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VEGNER GROUP LIMITED
Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
Financial assets
Financial assets that are measured at cost or amortised cost are assessed at the end of each reporting period for objective evidence of impairment. The impairment loss is measured as the difference between a financial asset's carrying amount and the present value of the estimated future cash flows, discounted at the asset's original effective interest rate.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and the Board's best estimate of its value, with the latter being an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
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VEGNER GROUP LIMITED
Notes to the financial statements
For the year ended 31 December 2024
2.Accounting policies (continued)
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VEGNER GROUP LIMITED
Notes to the financial statements
For the year ended 31 December 2024
Analysis of turnover by country of destination:
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VEGNER GROUP LIMITED
Notes to the financial statements
For the year ended 31 December 2024
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VEGNER GROUP LIMITED
Notes to the financial statements
For the year ended 31 December 2024
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VEGNER GROUP LIMITED
Notes to the financial statements
For the year ended 31 December 2024
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VEGNER GROUP LIMITED
Notes to the financial statements
For the year ended 31 December 2024
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VEGNER GROUP LIMITED
Notes to the financial statements
For the year ended 31 December 2024
12.Taxation (continued)
There were no factors that may affect future tax charges.
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VEGNER GROUP LIMITED
Notes to the financial statements
For the year ended 31 December 2024
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VEGNER GROUP LIMITED
Notes to the financial statements
For the year ended 31 December 2024
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VEGNER GROUP LIMITED
Notes to the financial statements
For the year ended 31 December 2024
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VEGNER GROUP LIMITED
Notes to the financial statements
For the year ended 31 December 2024
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VEGNER GROUP LIMITED
Notes to the financial statements
For the year ended 31 December 2024
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VEGNER GROUP LIMITED
Notes to the financial statements
For the year ended 31 December 2024
21.Deferred taxation (continued)
Other reserves
Retained earnings
The Company operates a defined contribution pension scheme for all employees. At 31 December 2024, £101,210 is outstanding and included in payables (31 December 2023: £92,831).
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VEGNER GROUP LIMITED
Notes to the financial statements
For the year ended 31 December 2024
The company’s immediate parent entity is Vegner Holdings Limited.
The smallest group in which the results of the Company are consolidated, is that headed up by Odevo UK Holdco Limited. Odevo UK Holdco Limited is incorporated in the England & Wales with registered company number 13113041 and registered office address 13b St. George Wharf, London, England, SW8 2LE. The consolidated financial statements can be obtained from Companies House. The largest group in which the results of the Company are consolidated, is that headed up by Odevo MidCo AB. Odevo MidCo AB is incorporated in Sweden with registered company number 559145-1736 and registered office address Nabo, Kabyssgatan 4D, 120 30 Stockholm, Sweden. The Company’s ultimate controlling party is Mr Gabriel Fitzgerald.
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