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Registered number: 05728008










VEGNER GROUP LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024


















 
VEGNER GROUP LIMITED
 
 
Company Information


Directors
Duncan Rendall 
Parimal Patel 
Erica Mason 




Company secretary
Amilcar Rodriguez



Registered number
05728008



Registered office
9-11 The Quadrant
Richmond

Surrey

TW9 1BP




Independent auditor
Sayers Butterworth LLP
Chartered Accountants and Statutory Auditor

3rd Floor

12 Gough Square

London

EC4A 3DW




Bankers
Barclays Bank plc
One Churchill Place

London

E14 5HP




Registrars
Share Registrars Limited
17 West Street

Farnham

Surrey

GU9 7DR





 
VEGNER GROUP LIMITED
 

Contents



Page
Strategic report
 
 
1 - 3
Directors' report
 
 
4 - 5
Independent auditor's report
 
 
6 - 9
Statement of comprehensive income
 
 
10
Statement of financial position
 
 
11 - 12
Statement of changes in equity
 
 
13 - 14
Notes to the financial statements
 
 
15 - 32


 
VEGNER GROUP LIMITED
 
 
Strategic report
For the year ended 31 December 2024

Introduction
 
 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.

Business review
 
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.

Principal risks and uncertainties
 
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.

 
Page 1

 
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.

Directors' statement of compliance with duty to promote the success of the Company
 
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
Page 2

 
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.



Erica Mason
Director

Page 3

 
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.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic report, the Directors' report and the 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 of the profit or loss of the Company for that period.

 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 2006They 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.

Results and dividends

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).

Directors

The Directors who served during the year were:

Alec Guthrie (resigned 23 January 2024)
James Howgego (resigned 28 November 2024)
Duncan Rendall 
Parimal Patel 
Erica Mason (appointed 23 January 2024)

Page 4

 
VEGNER GROUP LIMITED
 
 
 
Directors' report (continued)
For the year ended 31 December 2024

Qualifying third party indemnity provisions

Qualifying third party indemnity provision was in place for the benefit of all Directors of the Company and its subsidiaries throughout the year and is still in place at the date of signing of the financial statements. 

Disclosure of information to auditor

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's auditor is 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's auditor is aware of that information.

Auditor

The auditor, Sayers Butterworth LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 7 April 2025 and signed on its behalf.
 





Erica Mason
Director

Page 5

 
VEGNER GROUP LIMITED
 
 
 
Independent auditor's report to the members of Vegner Group Limited
 

Opinion


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 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 Company's affairs as at 31 December 2024 and of its profit 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 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.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.


Page 6

 
VEGNER GROUP LIMITED
 
 
 
Independent auditor's report to the members of Vegner Group Limited (continued)


Other information


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' 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 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.


Matters on which we are required to report by exception
 

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


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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, 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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
VEGNER GROUP LIMITED
 
 
 
Independent auditor's report to the members of Vegner Group Limited (continued)


Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The 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.


Page 8

 
VEGNER GROUP LIMITED
 
 
 
Independent auditor's report to the members of Vegner Group Limited (continued)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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 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.





Hannah Clegg (Senior statutory auditor)
  
for and on behalf of
Sayers Butterworth LLP
 
Chartered Accountants and Statutory Auditor
  
3rd Floor
12 Gough Square
London
EC4A 3DW

8 April 2025
Page 9

 
VEGNER GROUP LIMITED
 
 
Statement of comprehensive income
For the year ended 31 December 2024

Year ended
31 December
Period ended
31 December
2024
2023
Note
£
£

  

Turnover
 4 
153,658
103,661

Cost of sales
  
(18,180)
(25,608)

Gross profit
  
135,478
78,053

Administrative expenses
  
(3,616,667)
(1,564,881)

Exceptional administrative expenses
 14 
1,814,270
-

Other operating income
 5 
5,803,626
3,788,381

Operating profit
 6 
4,136,707
2,301,553

Income from fixed assets investments
  
11,300,000
-

Interest payable and similar expenses
 11 
-
(259,789)

Profit before tax
  
15,436,707
2,041,764

Tax on profit
 12 
(758,316)
(683,853)

Profit for the financial year
  
14,678,391
1,357,911

There was no other comprehensive income for 2024 (period ended 31 December 2023£NIL).

The notes on pages 15 to 32 form part of these financial statements.

Page 10

 
VEGNER GROUP LIMITED
Registered number: 05728008

Statement of financial position
As at 31 December 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 15 
1,088,520
986,154

Tangible assets
 16 
6,237
3,134

Investments
 17 
7,839,368
8,549,367

  
8,934,125
9,538,655

Current assets
  

Debtors due within 1 year
 18 
13,308,438
15,239,196

Cash at bank and in hand
 19 
317,281
443,999

  
13,625,719
15,683,195

Creditors: amounts falling due within one year
 20 
(4,877,601)
(19,038,035)

Net current assets/(liabilities)
  
 
 
8,748,118
 
 
(3,354,840)

Total assets less current liabilities
  
17,682,243
6,183,815

Provisions for liabilities
  

Deferred tax
 21 
(212,462)
(192,425)

  
 
 
(212,462)
 
 
(192,425)

Net assets
  
17,469,781
5,991,390


Capital and reserves
  

Called up share capital 
 22 
716,533
716,533

Share premium account
 23 
3,090,211
3,090,211

Other reserves
 23 
19,754
19,754

Profit and loss account
 23 
13,643,283
2,164,892

  
17,469,781
5,991,390


Page 11

 
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 7 April 2025.




Erica Mason
Director

The notes on pages 15 to 32 form part of these financial statements.

Page 12

 
VEGNER GROUP LIMITED
 

Statement of changes in equity
For the year ended 31 December 2024


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2024
716,533
3,090,211
19,754
2,164,892
5,991,390


Comprehensive income for the year

Profit for the year
-
-
-
14,678,391
14,678,391
Total comprehensive income for the year
-
-
-
14,678,391
14,678,391


Contributions by and distributions to owners

Dividends
-
-
-
(3,200,000)
(3,200,000)


At 31 December 2024
716,533
3,090,211
19,754
13,643,283
17,469,781


The notes on pages 15 to 32 form part of these financial statements.

Page 13

 
VEGNER GROUP LIMITED
 

Statement of changes in equity
For the year ended 31 December 2023


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 April 2023
716,533
3,090,211
19,754
806,981
4,633,479


Comprehensive income for the period

Profit for the period
-
-
-
1,357,911
1,357,911
Total comprehensive income for the period
-
-
-
1,357,911
1,357,911


At 31 December 2023
716,533
3,090,211
19,754
2,164,892
5,991,390


The notes on pages 15 to 32 form part of these financial statements.

Page 14

 
VEGNER GROUP LIMITED
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

1.


General information

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

 
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 management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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.

 
2.3

Exemption from preparing consolidated financial statements

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.

Page 15

 
VEGNER GROUP LIMITED
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.4

Going concern

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.

 
2.5

Revenue

Revenue comprises fees for utility management services provided to properties under the management. Revenue is recognised when the service is provided. 
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.

 
2.6

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Profit and loss account over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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.

 
2.7

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

 
VEGNER GROUP LIMITED
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)


2.7
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 basis:

Plant and machinery
-
4 to 6 years

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.

  
2.8

Impairment of assets

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.
Page 17

 
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.

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.10

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.12

Financial instruments

 
2.13

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.

 
2.14

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 operates and generates income.


Page 18

 
VEGNER GROUP LIMITED
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.15

Exceptional items

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

 
2.16

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

 
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. 

 
2.18

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.
 
 
2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid.

Page 19

 
VEGNER GROUP LIMITED
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with generally accepted accounting practice required management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the year-end date and the reported amounts of revenues and expenses during the reported period.

JUDGEMENTS

In the course of preparing the Company financial statements, the only judgements that may have significant effect are those involving estimations which are explained below.

ESTIMATES

Impairment of investments

Determining whether investments are impaired requires an estimation of the value in use of the cash generating units (CGU) to which they have been allocated.  The value in use calculation requires an estimation of future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate the present value.

4.


Turnover

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


Year ended
31 December
Period ended
31 December
2024
2023
£
£

Utility management
153,658
103,661

153,658
103,661


Analysis of turnover by country of destination:

Year ended
31 December
Period ended
31 December
2024
2023
£
£

United Kingdom
153,658
103,661

153,658
103,661


Page 20

 
VEGNER GROUP LIMITED
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

5.


Other income

Other income represents fees receivable from Group activities relating to client resource management. All revenue arises in the UK and is stated net of VAT.


Year ended
31 December
Period ended
31 December
2024
2023
£
£

Other income
5,803,626
3,788,381

5,803,626
3,788,381



6.


Operating profit

The operating profit is stated after charging:

Year ended
31 December
Period ended
31 December
2024
2023
£
£

Exchange differences
-
78


7.


Auditor's remuneration

Year ended
31 December
Period ended
31 December
2024
2023
£
£

Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements

10,600
10,000

Fees payable to the Company's auditor and its associates in respect of:

Taxation compliance services
5,734
3,000

All non-audit services not included above
2,300
2,250

Page 21

 
VEGNER GROUP LIMITED
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

8.


Employees

Staff costs, including Directors' remuneration, were as follows:


Year ended
31 December
Period ended
31 December
2024
2023
£
£

Wages and salaries
1,167,508
620,868

Social security costs
198,170
128,620

Cost of defined contribution scheme
51,511
32,564

1,417,189
782,052


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


      Year ended
     31 December
     Period ended
      31 December
        2024
        2023
            No.
            No.







Management
2
2



Administration and finance
33
29

35
31

Page 22

 
VEGNER GROUP LIMITED
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

9.


Directors' remuneration

Year ended
31 December
Period ended
31 December
2024
2023
£
£

Directors' emoluments
327,782
248,483

Company contributions to defined contribution pension schemes
29,007
24,225

356,789
272,708


During the year retirement benefits were accruing to 3 Directors (period ended 31 December 2023 - 2) in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £163,871 (period ended 31 December 2023 - £126,083).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £9,504 (period ended 31 December 2023 - £21,453).


10.


Income from investments

Year ended
31 December
Period ended
31 December
2024
2023
£
£





Dividends received from subsidiaries
11,300,000
-

11,300,000
-



11.


Interest payable and similar expenses

Year ended
31 December
Period ended
31 December
2024
2023
£
£


Bank interest payable
-
259,789

-
259,789

Page 23

 
VEGNER GROUP LIMITED
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

12.


Taxation


Year ended
31 December
Period ended
31 December
2024
2023
£
£

Corporation tax


Current tax on profits for the year
738,280
491,428


Total current tax
738,280
491,428

Deferred tax


Origination and reversal of timing differences
20,036
192,425

Total deferred tax
20,036
192,425


Tax on profit
758,316
683,853

Factors affecting tax charge for the year/period

The tax assessed for the year is lower than (period ended 31 December 2023: higher than) the standard rate of corporation tax in the UK of 25% (2023 - 25%). The differences are explained below:

Year ended
31 December
Period ended
31 December
2024
2023
£
£


Profit on ordinary activities before tax
15,436,707
2,041,764


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
3,859,177
510,441

Effects of:


Capital allowances for period in excess of depreciation and amortisation
161,278
171,700

Expenses not deductible for tax purposes
17,454
1,712

Non-taxable income
(3,279,593)
-

Total tax charge for the year/period
758,316
683,853

Page 24

 
VEGNER GROUP LIMITED
 
 
 
Notes to the financial statements
For the year ended 31 December 2024
 
12.Taxation (continued)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


13.


Dividends

2024
2023
£
£


Dividends paid
3,200,000
-

3,200,000
-


14.


Exceptional items

Year ended
31 December
Period ended
31 December
2024
2023
£
£


Profit on disposal of fixed asset investment
(1,814,270)
-

(1,814,270)
-

Page 25

 
VEGNER GROUP LIMITED
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

15.


Intangible assets




Software
Trademarks
Total

£
£
£



Cost


At 1 January 2024
3,341,304
37,850
3,379,154


Additions
329,636
3,150
332,786



At 31 December 2024

3,670,940
41,000
3,711,940



Amortisation


At 1 January 2024
2,393,000
-
2,393,000


Charge for the year on owned assets
226,320
4,100
230,420



At 31 December 2024

2,619,320
4,100
2,623,420



Net book value



At 31 December 2024
1,051,620
36,900
1,088,520



At 31 December 2023
948,304
37,850
986,154



Page 26

 
VEGNER GROUP LIMITED
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

16.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2024
9,380
201,337
210,717


Additions
-
5,669
5,669


Disposals
-
(52,472)
(52,472)



At 31 December 2024

9,380
154,534
163,914



Depreciation


At 1 January 2024
9,177
198,407
207,584


Charge for the year on owned assets
163
2,402
2,565


Disposals
-
(52,472)
(52,472)



At 31 December 2024

9,340
148,337
157,677



Net book value



At 31 December 2024
40
6,197
6,237



At 31 December 2023
204
2,930
3,134

Page 27

 
VEGNER GROUP LIMITED
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

17.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
11,114,027


Disposals
(10,000)



At 31 December 2024

11,104,027



Impairment


At 1 January 2024
2,564,660


Charge for the period
700,000



At 31 December 2024

3,264,660



Net book value



At 31 December 2024
7,839,367



At 31 December 2023
8,549,367

Page 28

 
VEGNER GROUP LIMITED
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

 
Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

HML Hawksworth Limited
Dormant
Ordinary
100%
HML PM Limited
Property management
Ordinary
100%
B-Hive Company Secretarial Services Ltd
Company secretarial
Ordinary
100%
HML LAM Limited
Lettings management
Ordinary
100%
Shaw and Company (Surveyors) Limited
Chartered surveyors
Ordinary
100%
B-Hive Site Staff Solutions Limited
Concierge services
Ordinary
100%
B-Hive Block Management Partners Limited*
Dormant
Ordinary
100%
Faraday Property Management Limited
Property management
Ordinary
100%
B-hive Property Solutions Limited
Dormant
Ordinary
100%
Dauntons Soar Management Services Limited **
Property management
Ordinary
100%
GLF Management Limited**
Dormant
Ordinary
100%
HML Freeholds Limited **
Dormant
Ordinary
100%
CP Bigwood Management LLP ***
Dormant
100%
SDL Freeholds Limited ***
Dormant
Ordinary
100%

All the companies set out above are incorporated in England & Wales and the registered office of every Company is 9-11 The Quadrant, Richmond, Surrey, TW9 1BP.

* B-hive Block Management Partners Limited is indirectly held through HML Hawksworth Limited.

** Dauntons Soar Management Limited, GLF Management Limited and HML Freeholds Limited are indirectly held through HML PM Limited.
 *** CP Bigwood Management LLP and SDL Freeholds Limited are indirectly held through GLF Management Limited.


18.


Debtors

2024
2023
£
£


Amounts owed by own subsidiaries
4,092,187
5,854,047

Amounts owed by parent company
7,533,748
7,987,737

Other debtors
133,536
1,336

Prepayments and accrued income
1,548,968
1,396,076

13,308,439
15,239,196


Page 29

 
VEGNER GROUP LIMITED
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

19.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
317,281
443,999

317,281
443,999



20.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
17,523
103,032

Amounts owed to group undertakings
4,436,975
18,214,216

Corporation tax
-
354,761

Other taxation and social security
57,784
46,266

Other creditors
106,843
99,370

Accruals and deferred income
258,476
220,390

4,877,601
19,038,035



21.


Deferred taxation




31 December 2023


£






At beginning of year
(192,425)


Charged to profit or loss
(20,037)



At end of year
(212,462)

Page 30

 
VEGNER GROUP LIMITED
 
 
 
Notes to the financial statements
For the year ended 31 December 2024
 
21.Deferred taxation (continued)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(197,715)
(192,425)

Other short term timing differences
(14,747)
-

(212,462)
(192,425)


22.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



47,768,867 (31 December 2023 - 47,768,867) Ordinary shares of £0.015 each
716,533
716,533



23.


Reserves

Other reserves

This reserve related to the cost of shares held in the employee benefit trust. The trust currently owns nil shares in Vegner Group Limited (31 December 2023: nil shares).

Retained earnings

Retained earnings represents the cumulative profits and loss less any dividends paid.

24.


Pension commitments

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).


25.


Related party transactions

The Company has taken advantage of the exemption provided under FRS 102 Section 33.1A of FRS 102 and has not disclosed transactions or balances with members of the group which are wholly owned by the ultimate parent company whose financial statements are consolidated and publicly available.
Page 31

 
VEGNER GROUP LIMITED
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

26.


Controlling party

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.


 
Page 32