REG - Volvere PLC - Final Results
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RNS Number : 4306E Volvere PLC 15 May 2026
15 May 2026
Volvere plc
("Volvere" or the "Group")
Final Results for the year ended 31 December 2025
Volvere plc (AIM: VLE), the growth and turnaround investment company,
announces its audited Final Results for the year ended 31 December 2025.
Highlights
£ million except where stated Six months ended
Year ended
31 December 2025 31 December 30 June
2024 2025
(unaudited)
Group revenue - continuing operations 52.70 49.04 23.78
Group profit before tax - continuing operations 6.75 6.34 2.88
(Loss)/profit from discontinued operations - (0.02) -
Group profit after tax 5.11 4.84 2.18
As at As at As at
31 December 2025
30 June
31 December
2025
2024
Consolidated net assets per share
(excluding non-controlling interests)((1))
£19.80 £17.20 £18.25
Group net assets 47.20 41.90 43.52
Cash and available-for-sale investments 33.22 27.84 32.03
· Overall trading at Shire Foods was good year on year, but through
the year volumes with a large customer reduced as product ranges were
rationalised
· Shire Foods' margin is expected to be impacted in 2026 by higher
input costs compared to 2025 along with the impact of reduced volumes,
particularly compared to what was a strong first half in 2025
· Share buybacks totalling £0.43 million during the reported
period, with commitment to undertake further buybacks as appropriate
· Continuing to seek investments in food and other sectors
Forward-looking statements:
This report may contain certain statements about the future outlook for
Volvere plc. Although the Directors believe their expectations are based on
reasonable assumptions, any statements about future outlook may be influenced
by factors that could cause actual outcomes and results to be materially
different.
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR").
Note
1 Based on the net assets attributable to owners of the parent
company and the respective period end shares in issue (excluding treasury
shares), which were 2,189,922 at 31 December 2025, 2,208,922 at 31 December
2024, and 2,203,922 at 30 June 2025.
For further information:
Volvere plc
Nick Lander, Co-founder & Director Tel: +44 (0) 20 7634 9707
www.volvere.co.uk (http://www.volvere.co.uk)
Cairn Financial Advisers LLP (Nominated Adviser)
Sandy Jamieson / James Caithie
Tel: + 44 (0) 20 7213 0880
Canaccord Genuity Limited (Joint Broker)
Bobbie Hilliam Tel: + 44 (0) 207 523 8000
Hobart Capital Markets LLP (Joint Broker)
Lee Richardson
Tel: +44 (0) 20 7070 5691
Chairman's statement
I am pleased to report on the results for the year ended 31 December 2025.
Group revenue from continuing operations (all of which related to Shire Foods)
was £52.70 million (2024: £49.04 million) and the profit before tax from
continuing operations was £6.75 million (2024: £6.34 million). Overall
profit after tax for the year was £5.11 million (2024: £4.84 million).
Group total net assets were £47.20 million (2024: £41.90 million), with net
assets per share* increasing to £19.80 (2024: £17.20). Of this, cash and
current asset investments were £33.22 million (2024: £27.84 million).
As expected, 2026 is being impacted by cost inflation in Shire Foods as well
as reduced volumes compared to what was a particularly strong comparative
period in 2025. The wider macroeconomic environment is making it harder to
confidently predict forward margins and consumer confidence means we are
having to be sensitive in raising selling prices. Nonetheless, we are focused
on maximising the contribution to the Group for the longer term whilst seeking
further investments.
David Buchler
Chairman
15 May 2026
*Net assets attributable to owners of the parent company divided by total
number of ordinary shares outstanding at the reporting date (less those held
in treasury), see note 20
Executive Management statement
Principal activities
The Company is a holding company that identifies and invests in undervalued
and/or distressed businesses and securities as well as businesses that are
complementary to existing Group companies. The Company provides management
services to those businesses. The sole activity during the year of the Group's
continuing trading subsidiary, Shire Foods Limited ("Shire" or "Shire Foods"),
was that of food manufacturing.
Overview
We are pleased to be able to report another strong set of results for the
Group. Our trading subsidiary, Shire Foods, performed well in what were - and
remain - increasingly testing times. Notwithstanding this, our financial
strength continued to grow, with continuing high liquidity.
Overall Group revenue from continuing operations (which all relate to Shire
Foods) was £52.70 million (2024: £49.04 million), an increase of 7.5%. Group
profit before tax from continuing operations for the year was £6.75 million
(2024: £6.34 million) and the Group's overall profit after tax (including
discontinued operations) for the year was £5.11 million (2024: £4.84
million). These results are explained further below.
Financial performance
Food manufacturing segment - Shire Foods
Shire Foods has been a member of the Group since 2011. Long-term shareholders
will recall that the business, in which we acquired an 80% stake for £0.54
million, had annualised revenues of around £8.00 million and was heavily
loss-making. Revenue in 2025 was £52.70 million, with an underlying profit
before tax, intra-group interest and management charges* (excluding a one-off
credit of £0.40 million) of £6.31 million (2024: £6.17 million). Profit
before tax (excluding a one-off credit of £0.40 million) was £5.96 million
(2024: £5.82 million) - with the difference being intra-group management
charges. The last 5 years' trading is summarised in the table below.
When we acquired Shire in 2011, we said we would improve performance with
"better product offerings, increased customer focus and more efficient
manufacturing". This has been our guiding strategy since and it has served us,
our customers and our staff well. We do not, however, take the success we have
achieved for granted and recognise the importance of continually staying ahead
of our competitors on every level, even when their own strategies are
predicated upon low pricing. Our thinking has always been to build for the
long-term, taking the dips in our stride and being grateful for the crests.
As shareholders already know, in 2026 we have been seeing headwinds on a
number of fronts - increased labour costs (driven principally by the
above-inflation national minimum wage increase), raw material and distribution
costs. The impact of higher oil prices will undoubtedly continue to impact us
directly and indirectly. We do, of course, seek to mitigate these factors
where we can but there can be a lag in increasing our selling prices, along
with a reluctance to accept the full impact by our customers, who themselves
are under similar pressures.
In the first half of 2025 we had relatively high volumes of "value" products
for one of our larger customers. Whilst incrementally productive for us, the
lower yield for our customer (due to selling at low prices) has resulted in
them scaling back those lines, impacting profitability in 2026 when compared
to the comparative period in 2025. Shareholders will recall that the second
half of the year is traditionally the stronger in terms of sales (due to the
colder months).
We will not deflect from producing products that the end consumer will repeat
purchase time and again, even where our own profitability is put under
pressure. That is our long-term strategy and we remain confident about
strengthening both our retail and foodservice partnerships and achieving
long-term positive returns. Whilst 2026 will see lower profitability for the
reasons noted above, we believe these will be mostly felt in the first half of
2026.
The 5-year financial performance of Shire is summarised in the table below:
Year ended Year ended Year ended 31 December Year ended 31 December Year ended 31 December
31 31 2023 2022 2021
December December £'000 £'000 £'000
2025 2024
£'000 £'000
Revenue 52,700 49,040 42,950 38,027 30,605
Underlying profit before tax, intra-group interest and management charges*
6,311 6,171 3,861 2,777 2,139
Non-recurring credit from provision release 400 - - - -
Intra-group management charges (350) (350) (350) (348) (252)
________ ________ ________ ________ ________
Profit before tax 6,361 5,821 3,511 2,429 1,887
* profit before intra-group interest and management charges (and in 2025, a
one-off provision release) is considered to be a relevant, useful
interpretation of the trading results of the business such that its
performance can be understood on a basis which is independent of its ownership
by the Group. There was no interest charged in the periods above.
Shire declared a dividend during the year of £5.00 million, of which £1.00
million was payable to minority shareholders of Shire. The total dividends
received by the Group to date are £6.40 million and there remains no
indebtedness with the Group.
Further information about Shire can be found at
www.shirefoods.com (http://www.shirefoods.com)
.
Investing and management services segment
This segment represents our central functions covering Group management,
treasury, finance and IT services. The segment result is the net of the
underlying costs of these Group activities, offset by investment revenues and
other gains and losses.
The profit before tax and intra-Group interest and management charges for the
period was £0.04 million (2024: £0.17 million). The reduction reflects
principally a reduction in investment yields, which totalled £0.96 million
(2024: £1.06 million). Further information is shown in note 5.
Earnings per share
Basic and diluted profit per ordinary share from continuing operations was
188.89p (2024: 177.47p). Basic and diluted loss per ordinary share from
discontinued operations was 0.00p (2024: loss 0.82p). Total basic and diluted
profit per ordinary share was 188.89p (2024: 176.65p).
Statement of financial position
Cash and available-for-sale investments
Cash at the year end was £28.27 million (2024: £25.05 million). Full details
of cash movements are shown in the consolidated statement of cash flows.
Principal outflows related to the payment of a dividend by Shire to its
minority shareholders of £0.99 million (2024: nil) and the purchase of own
shares for treasury £0.43 million (2024: £1.51 million).
At the year-end there was an investment classed as current asset investments
with a carrying value of £4.95 million (2024: £2.79 million). The carrying
value of this is above the original cost and the unrealised gain of £2.16
million has been credited to reserves. This investment is in a liquid FTSE
stock, which is inherently subject to change as the market price varies.
Purchase of own shares
The Company acquired 19,000 ordinary shares for a total consideration,
including costs, of £428,000 during the year (31 December 2024: 119,000
shares for £1,512,000). To date, the Company has purchased 4,017,152 shares
for total consideration of £36.60 million.
Dividends
In accordance with the policy set out at the time of admission to AIM, the
Board is not recommending the payment of a dividend at this time and prefers
to retain such profits as they arise for investment in future opportunities,
or to purchase its own shares for treasury where that is considered to be in
the best interests of shareholders.
Hedging
It is not the Group's policy to enter into derivative instruments to hedge
interest rate or foreign exchange risk.
Key performance indicators (KPIs)
The Group uses key performance indicators suitable for the nature and size of
the Group's businesses. The key financial performance indicators are revenue
and profit before tax. The performance of the Group and the individual trading
businesses against these KPIs is outlined above, in the Executive Management
statement and disclosed in note 5.
Internally, management uses a variety of non-financial KPIs in respect of the
food manufacturing segment, including order intake, manufacturing output and
sales, all of which are monitored weekly and reported monthly. These are not
considered to be as important as profit before tax but provide useful
information to the Board in advance of receiving monthly financial reports.
Principal risk factors
The Company and Group face a number of specific business risks that could
affect the Company's or Group's success. The Company and Group invests in
distressed businesses and securities, which by their nature often carry a
higher degree of risk than those that are not distressed. The Group's
businesses are principally engaged in the provision of goods and services that
are dependent on the continued employment of the Group's employees and
availability of suitable, profitable workload. In the food manufacturing
segment, there is a dependency on a small number of customers and a reduction
in the volume or range of products supplied to those customers or the loss of
any one of them could impact the Group materially. Rising inflation,
including increases in raw materials and overhead costs, may not be able to be
passed on to customers through increased prices and this could result in
reduced profitability. Any pandemic or other significant event (which affects
the nation as a whole) could affect the consumers, suppliers, customers or
staff and may limit or inhibit the Group's operations.
These risks are managed in so far as is practicable by the Board in
conjunction with the management of the Group's businesses.
Acquisitions and future strategy
We have considered a number of investment opportunities in the last 12 months,
both in the food sector and in other sectors. For a variety of reasons, those
discussions did not come to fruition. As shareholders know, if we cannot
determine the right balance between risk and reward for an investment, we will
not invest because our prospect of achieving attractive returns diminishes. It
can be hard to walk away, especially when time has been invested in a
potential transaction, but we take seriously our responsibility for protecting
shareholder value.
The current macroeconomic picture is, on balance, probably helpful in terms of
the flow of new opportunities. However, we cannot ignore the impact of this
environment on the performance of any future investment and we need to ensure
the availability of sufficient follow-on capital as part of any turnaround
plan. The Group's cash reserves are reassuring in this respect. We are,
however, exploring ways to unlock further capital with targeted use of
leverage.
For now, our primary focus is to ensure Shire's performance is as robust as
circumstances will allow. Whilst the first half of the year is proving to be
challenging, we remain confident in the company's long term potential. None of
this would be possible without the loyalty and hard work of our employees, for
which I am very grateful.
As ever, the Group will continue to buy back its own shares when it considers
it of value to do so.
Nick Lander
Co-founder & Director
15 May 2026
Corporate governance report
______________________________________________________________________________________
All members of the Board believe in the value and importance of good corporate
governance and in our accountability to all the Group's stakeholders,
including shareholders, staff, clients and suppliers. In the statement below,
we explain our approach to governance, and how the Board and its committees
operate.
The corporate governance framework which the Group operates, including Board
leadership and effectiveness, Board remuneration, and internal control is
based upon practices which the Board believes are proportionate to the size,
risks, complexity and operations of the business and is reflective of the
Group's values. We have partially adopted and partially comply with the
Quoted Companies Alliance's ("QCA") Corporate Governance Code for small and
mid-size quoted companies (revised in April 2018 to meet the requirements of
AIM Rule 26).
The QCA Code is constructed around ten broad principles and a set of
disclosures. We have considered how we apply each principle to the extent
that the Board judges these to be appropriate in the circumstances, and below
we provide an explanation of the approach taken in relation to each. Except as
set out below, the Board considers that it does not depart from any of the
principles of the QCA Code. The information below was last updated on 12 May
2026.
The following paragraphs set out the Group's compliance (or otherwise) with
the ten principles of the QCA Code.
1. Establish a strategy and business model which promote long-term value
for shareholders
Explanation
The Company's strategy is to identify and invest in undervalued and/or
distressed businesses and securities as well as businesses that are
complementary to existing Group companies. The Company provides management
services to those businesses.
Since 2002 the Company's shares have been traded on the AIM Market ("AIM") of
the London Stock Exchange (ticker VLE).
In order to execute the Company's strategy successfully, the following key
issues are addressed:
Investment Identification - the Company's Executive Director is responsible
for identifying potential investments. This is done through maintaining
relationships with intermediaries and through personal networks.
Investment Assessment - the Company's Executive Director is responsible for
assessing potential investments as a basis for delivering long-term
shareholder value. This is done principally by undertaking due diligence on
such investments, such work being done largely by the Executive Director.
Where considered necessary, cost-effective and practicable, external advisers
may be used.
Investment Structuring - the Company's Executive Director is responsible for
determining the initial investment structure relating to potential
investments. Investments have individual management teams and risk and
reward profiles and the Company puts in place an investment structure that
seeks to balance the risks and potential rewards for all such stakeholders.
Investment Performance Improvement - the Company's Executive Director is
responsible for implementing a strategy that improves the performance of
investments (where such investments are not simply held for treasury
purposes). This will typically involve Board leadership and an appropriate
level of operational involvement to ensure that financial and operational
risks are minimised through increased profitability and cash generation.
This is typically done by improving customer service and quality, clearer
financial reporting and control, increasing management responsibility and
target setting.
Investment Exit - the Board is responsible for assessing the optimum time to
exit from an investment. This is determined based on a range of factors,
including the potential divestment valuation, the nature of any potential
acquirer, the external environment and other stakeholder intentions.
Compliance Departure and Reason - None.
Seek to understand and meet shareholder needs and expectations
Explanation
Responsibility for investor relations rests with the Executive Director. The
Company communicates in different ways with its shareholders to ensure that
shareholder needs and expectations are clearly understood.
Communication with shareholders is principally through the Annual Report and
Accounts, full-year and half-year announcements, trading updates and the
annual general meeting ("AGM"). A range of corporate information (including
all Company announcements) is also available to shareholders, investors and
the public on our website. The AGM is the principal opportunity for dialogue
with private shareholders, and all Board members seek to attend it and answer
shareholder questions. The Notice of Meeting is sent to shareholders at least
21 days before the meeting. In addition, where it is considered useful to do
so, the Executive Director attends potential investor shows in order to
increase the Company's profile.
Compliance Departure and Reason - None.
2. Take into account wider stakeholder and social responsibilities and
their implications for long-term success
Explanation
The Group's ability to deliver on its strategy is dependent partly upon its
effective engagement with stakeholders and a wider recognition of the social
implications of its operations. In all businesses, the typical key
stakeholders are shareholders, customers, staff and suppliers.
Customers - in all businesses the Group seeks to provide clients with products
and services that are differentiated from competitors. This is done through
meeting clients to understand their needs and through understanding
competitors' offerings.
Staff - the Group's staff are critical to delivering client satisfaction over
the longer term. All Group companies have in place staff communication
forums and flat management structures, which aid communication. Group
management is accessible to company staff. In situations where individual
subsidiary decisions would impact on staff security or morale, the relevant
company will seek to minimise the impact on staff.
Suppliers - to varying degrees the Group is dependent upon the reliable and
efficient service of its supply chain. In the case of significant suppliers,
each Group company will either have a close working relationship involving
regular contact or will meet periodically with them to review and determine
future trading arrangements and to share the relevant company's requirements
of that supplier.
Compliance Departure and Reason - None.
3. Embed effective risk management, considering both opportunities and
threats, throughout the organisation
Explanation
Recognising and managing business risks is key to ensuring the delivery of
strategy and the creation of long-term shareholder value.
As part of the Group's annual reporting to shareholders, specific financial
risks are evaluated, including those related to foreign currency, interest
rates, liquidity and credit. The Group's key risks are set out in the Annual
Report & Accounts.
The nature of the Group's operations is such that individual companies are
organised independently and operate business and IT systems that are
appropriate to their individual businesses. The Audit Committee reviews the
findings of the Group's auditors and considers whether there are remedial
actions necessary to improve the control environment in each company.
The Group has in place an Anti-Bribery Policy and a Share Dealing Code that
apply to staff.
Compliance Departure and Reason - None.
Maintain the Board as a well-functioning, balanced team led by the Chair
Explanation
Board members have a collective responsibility and legal obligation to promote
the interests of the Company and are collectively responsible for defining
corporate governance arrangements. Ultimate responsibility for the quality of,
and approach to, corporate governance lies with the chair of the Board.
The Board currently consists of three directors of which one is executive and
two are non-executive. The Chairman and Independent non-executive Director are
both considered independent and independent directors will stand for
re-election on an annual basis in the event of having more than 10 years
continuous board service. The QCA Code requires that the Company has two
non-executive directors.
The Board is supported by both Audit and Remuneration committees, the member
of each of which is the Chairman.
The Board meets formally on a regular basis (typically 4 times per annum),
with interim meetings convened on an as-required basis. The Audit committee
undertakes an annual review and the Remuneration committee undertakes reviews
on an as-required basis. All Directors commit the required time to meet the
needs of the Group from time-to-time.
Compliance Departure and Reason - None, as currently the Board includes two
non-executive Directors.
4. Ensure that between them the Directors have the necessary up-to-date
experience, skills and capabilities
Explanation
The Company's Directors are David Buchler (Chairman), Nick Lander
(Co-founder/Director) and Michael Tzirki (Non-executive Director). All members
of the Board have experience relevant to delivering the Company's strategy.
The Board believes that, as currently constituted, it has a blend of relevant
experience, skills and personal qualities to enable it to successfully execute
its strategy.
The Directors' biographies are in the Annual Report and Accounts and
incorporated here by reference.
Compliance Departure and Reason - The QCA Code requires, inter alia, that the
Company describes the relevant experience, skills, personal qualities and
capabilities that each Director brings to the Board. The Board believes the
individual's biography as noted above, coupled with their successful service
to date with the Company, is sufficiently objective evidence that the Board
has the necessary requirements to fulfil their roles individually and
collectively.
5. Evaluate board performance based on clear and relevant objectives,
seeking continuous improvement
Explanation
The Board does not formally review the effectiveness of itself as a unit nor
of the Remuneration and Audit committees. The small size of the Board means
that individual Directors' contributions are transparent. Where the Company
identifies potential Board members, these are noted for any possible future
vacancies as part of succession planning or to bring in additional skills or
capabilities.
Compliance Departure and Reason - Where the need for Board changes has become
evident in the past, the necessary changes have been implemented. It is not
considered necessary to formally review performance given this embedded
approach, whereby review of effectiveness is continuous.
6. Promote a corporate culture that is based on ethical values and
behaviours
Explanation
The nature of the Group's businesses are diverse and, by their nature, may
have different cultures and values relevant to their sector. However, there
are some core values that the Group adopts throughout all its businesses,
irrespective of their nature and size.
These values are: honesty, integrity, openness and respect. The Board leads by
example, demonstrated through its collective actions and as Directors through
their individual actions, to local management teams and staff. The Company has
an Anti-bribery Policy and makes an annual Modern Slavery statement.
Compliance Departure and Reason - None.
7. Maintain governance structures and processes that are fit for purpose
and support good decision-making by the Board
Explanation
The Board provides strategic leadership for the Group and operates within
the scope of a robust corporate governance framework. Its purpose is to ensure
the delivery of long-term shareholder value, which involves setting the
culture, values and practices that operate throughout the Group's businesses
as well as defining its strategic goals. The Board has approved terms of
reference for its Audit and Remuneration committees to which certain
responsibilities are delegated.
The individual roles and responsibilities of the Board, the Board members and
the Audit and Remuneration Committees are set out below.
Role and Responsibilities of Chairman The Chairman is independent and from an external perspective, engages with
shareholders at the Company's Annual General Meeting to reinforce the fact
that the Board is being run with the appropriate level of engagement and time
commitment. From an internal perspective, he ensures that the information
which flows within the Board and its sub committees is accurate, relevant and
timely and that meetings concentrate on key operational and financial issues
which have a strategic bias, together with monitoring implementation plans
surrounding commercial objectives.
In relation to corporate governance, his responsibility is to lead the board
effectively and to oversee the adoption, delivery and communication of the
Company's corporate governance model. He also aims to foster a positive
governance culture throughout the Company.
Roles and Responsibilities of Co-founder/Director The Co-founder/Director is responsible for recommending and ensuring effective
delivery of the Group's strategy and achieving financial performance
commensurate with that strategy.
The Co-founder/Director works with the Chairman and non-executive director in
an open and transparent way and keeps them up to date with matters of
importance and relevance to delivering the strategy.
The Co-founder/Director is responsible for the operational aspects of the
Group's businesses and for maintaining a robust financial control and
reporting environment throughout.
Roles and Responsibilities of Non-executive Director The Non-executive Director is responsible as part of the Board for discharging
the Board's responsibilities. The Non-executive Director provides challenge to
the other members of the Board, offering advice where appropriate.
Role of the Board The Board of a company is responsible for setting the vision and strategy for
the Company to deliver value to its shareholders by effectively putting in
place its business model. The Board members are collectively responsible for
defining corporate governance arrangements to achieve this purpose, under
clear leadership by the Chairman.
The Board is authorised to manage the business of the Company on behalf of its
shareholders and in accordance with the Company's Articles of Association. The
Board is responsible for overseeing the management of the business and for
ensuring high standards of corporate governance are maintained throughout the
Group.
The Board meets several times a year and at other times as necessary, to
discuss a formal schedule of matters specifically reserved for its decision.
These matters routinely include:
- Group strategy and associated risks
- Financial performance of the Group's businesses and approval of annual
budgets, the half year results, annual report and accounts and dividends
- Changes relating to the Group's capital structure or share buy-backs
- Appointments to and removal from the Board and Committees of the Board given
the absence of a separate nomination committee
- Acquisitions, disposals and other material transactions
- Actual or potential conflicts of interest relating to any Director are
routinely identified at all Board discussions
Role of Audit Committee The Audit Committee provides confidence to shareholders on the integrity of
the financial results of the Company expressed in the Annual Report and
Accounts and other relevant public announcements of the company. The Audit
Committee challenges both the external auditors and the management of the
Company. It keeps the need for internal audit under review. It is responsible
for the assessing recommendations to the Board on the engagement of auditors
including tendering and the approval of non-audit services, for reviewing the
conduct and control of the annual audit and for reviewing the operation of the
internal financial controls.
It also has responsibility for reviewing financial statements prior to
publication and reporting to the Board on any significant reporting issues,
estimates and judgements made in connection with the preparation of the
Company's financial statements.
The Audit Committee, in conjunction with the rest of the Board, also has a key
role in the oversight of the effectiveness of the risk management and internal
control systems of the Company.
Members: David Buchler
Role of Remuneration Committee It is the role of the Remuneration Committee to ensure that remuneration
arrangements are aligned to support the implementation of Company strategy and
effective risk management for the medium to long-term, and to take into
account the views of shareholders.
The Company's remuneration policy has been designed to ensure that it
encourages and rewards the right behaviours, values and culture.
The Remuneration Committee reviews the performance of the executive directors,
sets the scale and structure of their remuneration and the basis of their
service agreements with due regard to the interests of shareholders and
reviews and approves any proposed bonus entitlement. It also determines the
allocation of share options to employees.
Members: David Buchler
The Board has approved the adoption of the QCA Code as its governance
framework against which this statement has been prepared and will monitor the
suitability of this code on an annual basis and revise its governance
framework as appropriate as the Group evolves. The Board is satisfied that the
current framework will evolve in line with the current growth plans of the
Group.
Compliance Departure and Reason - None.
Communicate how the Company is governed and is performing by maintaining a
dialogue with shareholders and other relevant stakeholders
Explanation
A healthy dialogue should exist between the Board and all of its stakeholders,
including shareholders, to enable all interested parties to come to informed
decisions about the Company. In particular, appropriate communication and
reporting structures should exist between the Board and all constituent parts
of its shareholder base. This will assist:
· the communication of shareholders' views to the Board; and
· the shareholders' understanding of the unique circumstances and
constraints faced by the Company. It should be clear where these communication
practices are described (annual report or website).
The Group's Annual Report and Accounts and other governance-related material,
along with notices of all general meetings over the last five years (as a
minimum) are accessible via the Company's website.
Audit Committee Report - the Audit Committee's annual meeting is minuted. All
matters raised by the Group's auditors are carefully considered and actions
implemented where considered appropriate. The approach and role of the Audit
Committee is noted in section 9 above.
Remuneration Committee Report - the Remuneration Committee's meetings are
minuted. The remuneration of the Board is set out in the Annual Report and
Accounts. The approach and role of the Remuneration Committee is noted in
section 9 above.
Compliance Departure and Reason - The Audit Committee and Remuneration
Committee have not prepared formal reports as required by the Code. Given the
small size of the Board, such formal reporting is not considered necessary.
Statement by the Directors relating to their statutory duties under s172(1)
Companies Act 2006
The Board of Directors considers, both individually and together, that they
have acted in the way they consider, in good faith, would be most likely to
promote the success of the company for the benefit of the members as a whole
(having regard to the stakeholders and the matters set out in s172(1)(a-f) of
the Act) in the decisions taken during the year ended 31 December 2025.
The Company is a holding company for which the investing strategy is approved
by members annually at the Company's Annual General Meeting. The Company's
success in following this investing strategy is measurable in terms of the
value arising over time from the Company's investments.
The Board of Directors had regard, amongst other matters, to the:
· likely consequences of any decision on the long term;
· interests of the Group's employees;
· need to foster relationships with customers, suppliers and
others;
· impact of the Group's operations on the communities in which the
Group's businesses operate;
· impact of the Group's operations on the environment;
· desirability of maintaining a reputation for high standards of
business conduct;
· need to act fairly between the members of the Company.
The broad range of stakeholders and their interests means that it may not be
possible to deliver outcomes that meet all individual interests. Whilst
there is an inherent and probable interdependency between the success of the
Company's underlying investments and the Company itself over time, there may
be occasions where actions in relation to those investments taken, or not
taken, in the interests of the Company's stakeholders by the Board could be
perceived as, or be, in conflict with stakeholder interests in the investments
themselves.
The Board engages with the Group's stakeholders both directly and indirectly
at an operational level through the Group's management responsibility
structure. Direct engagement includes members of the Board communicating with
stakeholders personally in appropriate circumstances. In addition, the Board
reviews and challenges the strategies and financial and operational
performances of its individual trading businesses, including risk management,
legal and regulatory compliance, through periodic reporting processes and
management review meetings. The Company makes Stock Market announcements
whenever required or considered necessary.
The Board:
· ensures that any recommendations from relevant regulators are
properly considered;
· assesses risk in the application of capital when making
investment decisions and in making follow-on investments, whether by way of
equity or debt;
· through its own and its subsidiaries' employment practices seeks
to reward employees fairly and to create a safe and secure environment;
· encourages its subsidiaries to maintain regular, open and honest
contact with their customers and suppliers, working collaboratively;
· encourages subsidiaries to support charitable activities in their
local communities and to consider the impact of their operations on the local
community;
seeks to minimise negative effects of the Company's operations on the
environment by minimising travel and encouraging its subsidiaries to minimise
waste and recycle materials wherever practicable.
These activities give the Board an overview of stakeholder engagement and
effectiveness, including opportunities to improve further, and enables the
Directors to comply with their legal duty under s172 of the Companies Act
2006.
Consolidated income statement
_______________________________________________________________________________________
Note
2025 2024
£'000 £'000
Continuing operations
Revenue 5 52,700 49,040
Cost of sales (41,363) (38,364)
Gross profit 11,337 10,676
Distribution costs (3,323) (3,078)
Administrative expenses (2,313) (2,219)
Operating profit 2 5,701 5,379
Finance expense 7 (88) (100)
Finance income 7 1,140 1,057
(Loss)/profit on sale of tangible fixed assets (7) 1
Profit before tax 6,746 6,337
Income tax expense 8 (1,640) (1,483)
Profit for the year from continuing operations 5,106 4,854
Loss for the year from discontinued operations 6 - (18)
Profit for the year 5,106 4,836
Attributable to:
- Equity holders of the parent
4,162 3,967
- Non-controlling interests 944 869
5,106 4,836
Earnings/(loss) per share 9
Basic and diluted 188.89p 177.47p
- from continuing operations - (0.82)p
- from discontinued operations
Total 188.89p 176.65p
Consolidated statement of comprehensive income
_______________________________________________________________________________________
2025
2024
£'000 £'000
Profit for the year 5,106 4,836
Other comprehensive income
Revaluation of freehold land and buildings - 200
Revaluation of current asset investments 2,161 1,190
Deferred tax recognised directly in equity (538) (328)
Total comprehensive income for the year 6,729 5,898
Attributable to:
- Equity holders of the parent 5,785 4,999
- Non-controlling interests 944 899
6,729 5,898
Consolidated statement of financial position
_______________________________________________________________________________________
2025 2024
Note £'000 £'000
Assets
Non-current assets
Property, plant and equipment 11 7,594 7,698
Total non-current assets 7,594 7,698
Current assets
Inventories 12 6,210 6,235
Trade and other receivables 13 12,126 9,123
Cash and cash equivalents 14 28,270 25,053
Current asset investments 15 4,950 2,789
Total current assets 51,556 43,200
Total assets 59,150 50,898
Liabilities
Current liabilities
Loans and other borrowings 18 (129) (98)
Leases 18 (224) (209)
Trade and other payables 16 (8,508) (6,249)
Total current liabilities (8,861) (6,556)
Non-current liabilities
Loans and other borrowings 18 (444) (573)
Leases 18 (480) (267)
Total non-current liabilities (924) (840)
Total liabilities (9,785) (7,396)
Provisions - deferred tax 19 (2,167) (1,607)
Net assets 47,198 41,895
Equity
Share capital 20 50 50
Share premium account 21 7,885 7,885
Revaluation reserves 21 949 947
Retained earnings 21 34,477 29,122
Capital and reserves attributable to equity holders of the Company 43,361 38,004
Non-controlling interests 24 3,837 3,891
Total equity 47,198 41,895
Consolidated statement of changes in equity
_______________________________________________________________________________________
Share Share Retained Total Non-controlling interests Total
£'000
capital premium Revaluation earnings £'000 £'000
£'000 £'000 reserve £'000
£'000
2025
Profit for the year - - - 4,162 4,162 944 5,106
Revaluation of current asset investments - - - 2,161 2,161 - 2,161
Deferred tax recognised directly in equity - - 2 (540) (538) - (538)
Total comprehensive income for the year - - 2 5,783 5,785 944 6,729
Balance at 1 January 50 7,885 947 29,122 38,004 3,891 41,895
Transactions with owners:
Dividends paid to non-controlling interests - - - - - (998) (998)
Purchase of own treasury shares - - (428) (428) - (428)
-
Total transactions with owners - - - (428) (428) (998) (1,426)
Balance at 31 December 50 7,885 949 34,477 43,361 3,837 47,198
Share Share Retained Total Non-controlling interests Total
£'000
capital premium Revaluation earnings £'000 £'000
£'000 £'000 reserve £'000
£'000
2024
Profit for the year - - - 3,967 3,967 869 4,836
Revaluation of property - - 160 - 160 40 200
Revaluation of current asset investments - - - 1,190 1,190 - 1,190
Deferred tax recognised directly in equity - - (40) (278) (318) (10) (328)
Total comprehensive income for the year - - 120 4,879 4,999 899 5,898
Balance at 1 January 50 7,885 827 25,755 34,517 2,992 37,509
Transactions with owners:
Dividends paid to non-controlling - - - - - - -
interests
Purchase of own treasury shares - - (1,512) (1,512) - (1,512)
-
Total transactions with owners - - - (1,512) (1,512) - (1,512)
Balance at 31 December 50 7,885 947 29,122 38,004 3,891 41,895
Consolidated statement of cash flows
_______________________________________________________________________________________
2025 2024
2025 2024
Note £'000 £'000 £'000 £'000
Profit for the year 5,106 4,836
Adjustments for:
Finance expense 7 88 100
Finance income 7 (1,140) (1,057)
Depreciation 11 1,169 1,124
Operating lease rentals (8) (11)
Income tax expense 8 1,640 1,483
Loss/(gain) on disposal of fixed assets 7 (1)
Loss/(gain) from discontinued operations - 18
1,756 1,656
Operating cash flows before movements in working capital 6,862 6,492
(Increase)/decrease in trade and other receivables (4,835) 407
Increase in trade and other payables 4,074 147
Increase in inventories 25 (310)
Operating cash generated from continuing operations 6,126 6,736
Operating cash flows used by discontinued operations - (270)
Corporation tax paid (1,606) (1,739)
Net cash generated from operations 4,520 4,727
Investing activities
Interest received 7 1,052 972
Income from investments 7 88 85
Purchase of property, plant and equipment (619) (599)
Sale of property, plant, equipment 10 1
Cash generated from continuing investing activities 531 459
Net cash generated from investing activities 531 459
Financing activities
Interest paid (87) (98)
Purchase of own shares (treasury shares) 20 (428) (1,512)
Dividends paid (990) -
Net (repayment) of borrowings (329) (662)
Cash used by continuing financing activities (1,834) (2,272)
Net cash used by financing activities (1,834) (2,272)
Net increase in cash 3,217 2,914
Cash at beginning of year 25,053 22,139
Cash at end of year 28,270 25,053
Notes to the financial statements
_______________________________________________________________________________________
1 Material accounting policies
The financial information set out above, which was approved by the Board on 14
May 2026, is derived from the full Group accounts for the year ended 31
December 2025 and does not constitute the statutory accounts within the
meaning of section 434 of the Companies Act 2006. The Group accounts on which
the auditors have given an unqualified report, which does not contain a
statement under section 498(2) or (3) of the Companies Act 2006 in respect of
the accounts for 2025, will be delivered to the Registrar of Companies in due
course. Copies of the Company's Annual Report and Financial Statements are
expected to be sent to shareholders on 20 May 2026 and will be available
online at www.volvere.co.uk.
Basis of accounting
These financial statements have been prepared in accordance with UK adopted
International Accounting Standards ("adopted IFRS") and with those parts of
the Companies Act 2006 applicable to companies preparing their accounts under
adopted IFRS.
The following material accounting policies have been applied consistently in
the preparation of these financial statements:
Going concern
The Group's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Strategic
Report. In addition, note 17 to the financial statements includes the Group's
objectives, policies and processes for managing its capital; its financial
risk management objectives; details of its financial instruments and hedging
activities; and its exposures to credit risk and liquidity risk.
The Group has considerable financial resources and, as a consequence, the
Directors believe that the Group is well placed to manage the business risks
inherent in its activities despite the current uncertain economic outlook.
The Directors have a reasonable expectation that the Group has adequate
resources to enable it to continue in operational existence for the
foreseeable future. Thus they continue to adopt the going concern basis of
accounting in preparing the annual financial statements.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries) made up
to 31 December each year. Control is achieved where the Company has the power
to govern the financial and operating policies of an investee entity so as to
obtain benefits from its activities. All subsidiaries have a reporting date of
31 December.
The results of subsidiaries acquired or disposed of during the year are
included in the consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, as appropriate. All
intra-group transactions, balances, income and expenses are eliminated on
consolidation.
Non-controlling interests, presented as part of equity, represent the portion
of a subsidiary's profit or loss and net assets that is not held by the Group.
The Group attributes total comprehensive income or loss of subsidiaries
between the owners of the parent and the non-controlling interests based on
their respective ownership interests.
The results and net assets of subsidiaries whose accounts are denominated in
foreign currencies are retranslated into Sterling at average and year-end
exchange rates respectively.
Business combinations
The Group applies the acquisition method of accounting for business
combinations. The consideration transferred by the Group to obtain control of
a subsidiary is calculated as the sum of the acquisition-date fair values of
assets transferred, liabilities incurred and equity interests issued by the
Group, which includes the fair value of any asset or liability arising from a
contingent consideration arrangement. Acquisition costs are expensed as
incurred.
The Group recognises identifiable assets acquired and liabilities assumed in a
business combination regardless of whether they have been previously
recognised in the acquiree's financial statements prior to the acquisition.
Assets acquired and liabilities assumed are measured at their acquisition-date
fair values.
Goodwill is stated after separate recognition of identifiable intangible
assets. It is calculated as the excess of the sum of the fair value of
consideration transferred, the recognised amount of any non-controlling
interest in the acquiree and the acquisition-date fair value of any existing
equity interest in the acquiree, over the acquisition-date fair values of
identifiable net assets. If the fair values of identifiable net assets exceed
the sum calculated above, the excess amount (i.e. gain on a bargain purchase)
is recognised in profit or loss immediately.
The purchase of a non-controlling interest is not a business combination
within the scope of IFRS 3, since the acquiree is already controlled by its
parent. Such transactions are accounted for as equity transactions, as they
are transactions with equity holders acting in their capacity as such. No
change in goodwill is recognised and no gain or loss is recognised in profit
or loss.
Goodwill
Goodwill represents the future economic benefits arising from a business
combination that are not individually identified and separately recognised.
See above for information on how goodwill is initially determined. Goodwill is
carried at cost less accumulated impairment losses and is reviewed annually
for impairment.
Revenue recognition
Revenue from contracts with customers is recognised when control of the goods
or services is transferred to the customer at an amount that reflects the
consideration to which the Group expects to be entitled in exchange for those
goods or services net of discounts, VAT and other sales-related taxes. The
Group concludes that it is the principal in its revenue arrangements, because
it typically controls the goods or services before transferring them to the
customer. Payment is typically due within 60 days. Contracts with customers do
not contain a financing component or any element of variable consideration.
The Group does not offer an option to purchase a warranty.
Revenue from the sale of goods is recognised at the point in time when control
of the asset is transferred to the customer, generally when the customer has
taken undisputed delivery of the goods. There are no service obligations
attached to the sale of goods. Customer rebates are deducted from revenue.
If it is probable that total contract costs will exceed total contract
revenue, the expected loss is recognised immediately in profit or loss.
Discontinued operations
Discontinued operations represent cash generating units or groups of cash
generating units that have either been disposed of or classified as held for
sale and represent a separate major line of business or are part of a single
co-ordinated plan to dispose of a separate major line of business. Cash
generating units forming part of a single co-ordinated plan to dispose of a
separate major line of business are classified within continuing operations
until they meet the criteria to be held for sale. The post-tax profit or loss
of the discontinued operation is presented as a single line on the face of the
consolidated income statement, together with any post-tax gain or loss
recognised on the re-measurement to fair value less costs to sell or on the
disposal of the assets or disposal group constituting the discontinued
operation. On changes to the composition of groups of units comprising
discontinued operations, the presentation of discontinued operations within
prior periods is restated to reflect consistent classification of discontinued
operations across all periods presented.
Operating segments
IFRS 8 "Operating Segments" requires the disclosure of segmental information
for the Group on the basis of information reported internally to the chief
operating decision-maker for decision-making purposes. The Group considers
that the role of chief operating decision-maker is performed collectively by
the Board of Directors.
Volvere plc is a holding company that identifies and invests principally in
undervalued and distressed businesses and securities as well as businesses
that are complementary to existing Group companies. Its customers are based
primarily in the UK and Europe.
Financial information (including revenue and profit before tax and intra-group
charges) is reported to the Board on a segmental basis. Segment revenue
comprises sales to external customers and excludes gains arising on the
disposal of assets and finance income. Segment profit reported to the Board
represents the profit earned by each segment before tax and intra-group
charges. For the purposes of assessing segment performance and for determining
the allocation of resources between segments, the Board reviews the
non-current assets attributable to each segment as well as the financial
resources available. All assets are allocated to reportable segments. Assets
that are used jointly by segments are allocated to the individual segments on
a basis of revenues earned.
All liabilities are allocated to individual segments. Information is reported
to the Board of Directors on a segmental basis as management believes that
each segment exposes the Group to differing levels of risk and rewards due to
their varying business life cycles. The segment profit or loss, segment assets
and segment liabilities are measured on the same basis as amounts recognised
in the financial statements. Each segment is managed separately.
Where one company within a segment incurs costs which relate wholly or partly
to, or shares resources with, another company within that or another segment,
a proportion of such costs are recharged to that other company. The effect is
to reduce the costs of the incurring company and to increase the costs of the
benefitting company.
Leasing
The company applies IFRS 16 Leases. Accordingly, leases are all accounted for
in the same manner:
- A right of use asset and lease liability is recognised on
the statement of financial position, initially measured at the present value
of future lease payments;
- Depreciation of right-of-use assets, which is calculated
using the straight line method over the term of the lease, is recognised in
the statement of comprehensive income;
- Interest on lease liabilities is recognised in the statement
of comprehensive income;
- The total amount of cash paid is recognised in the statement
of cash flows, split between payments of principal (within financing
activities) and interest (also within financing activities)
The initial measurement of the right of use asset and lease liability takes
into account the value of lease incentives such as rent free periods.
The costs of leases of low value items and those with a short term at
inception are recognised as incurred.
Foreign currencies
Transactions in currencies other than sterling are recorded at the rates of
exchange prevailing on the dates of the transactions. At each reporting date,
monetary assets and liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the reporting date. Gains and losses
arising on retranslation are included in net profit or loss for the period.
Retirement benefit costs
The Group's subsidiary undertakings operate defined contribution retirement
benefit schemes. Payments to these schemes are charged as an expense in the
period to which they relate. The assets of the schemes are held separately
from those of the relevant company and Group in independently administered
funds.
Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax. The tax currently payable is based on taxable profit for the year.
Taxable profit differs from net profit as reported in the income statement
because it excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable or
deductible.
Deferred tax is the tax expected to be payable or recoverable on temporary
differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation
of taxable profit, and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises from
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects
neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is measured on an undiscounted basis using the tax rates that are
expected to apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited in the income statement,
except when it relates to items charged or credited directly to equity, in
which case the deferred tax is also dealt with in equity.
Property, plant and equipment
Items of property, plant and equipment are stated at cost or valuation less
accumulated depreciation and any recognised impairment loss. Freehold
property is revalued on a periodic basis. Depreciation is charged so as to
write off the cost or valuation of assets, less their residual values, over
their estimated useful lives, using the straight line method, on the following
bases:
Freehold
property
- 1.5% per annum
Plant and
machinery
- 4%-33% per annum
Investments
Investments are recognised and derecognised on a trade date where a purchase
or sale of an investment is under a contract whose terms require delivery of
the investment within the timeframe established by the market concerned, and
are initially measured at fair value, including transaction costs. Current
asset investments are carried at fair value with adjustments recognised in
other comprehensive income.
Investment income
Income from investments is included in the income statement at the point the
Group becomes legally entitled to it. Interest income and expenses are
reported on an accruals basis using the effective interest method.
Impairment of property, plant and equipment and intangible assets (including
goodwill)
At each reporting date the Group reviews the carrying amounts of its property,
plant and equipment and intangible assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any).
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and any risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised as an expense immediately, unless the relevant asset is carried
at a revalued amount, in which case the impairment loss is treated as a
revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating unit) is increased to the revised estimate of its
recoverable amount, but only so that the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment
loss been recognised for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognised as income immediately, unless the
relevant asset is carried at a revalued amount, in which case the reversal of
the impairment loss is treated as a revaluation increase.
Inventories
Inventories are stated at the lower of cost and net realisable value. Raw
materials are valued at purchase price and the costs of ordinarily
interchangeable items are assigned using a weighted average cost formula. The
cost of finished goods comprises raw materials directly attributable to
manufacturing processes based on product specification and packaging cost. Net
realisable value is the estimated selling price in the ordinary course of
business less any applicable selling expenses.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, overnight deposits and
treasury deposits. The Group considers all highly liquid investments with
original maturity dates of three months or less to be cash equivalents.
Financial assets
Recognition and derecognition
Financial assets and financial instruments are recognised when the Group
becomes a party to the contractual provisions of the financial asset.
Financial assets are derecognised when the contractual rights to the cash
flows from the financial assets expire, or when the financial asset and
substantially all of the risks and rewards are transferred. A financial
liability is derecognised when it is extinguished, discharged, cancelled or
expires.
Classification and initial recognition of financial assets
Except for trade receivables that do not contain a significant financing
component and are measured at the transaction price in accordance with IFRS
15, all financial assets are initially measured at fair value adjusted for
transaction costs (where applicable).
Financial assets, other than those designated and effective as hedging
instruments are classified into the following categories:
- Amortised cost
- Fair value through profit or loss (FVTPL)
- Fair value through other comprehensive income (FVOCI)
The classification is determined by both:
- The entity's business model for managing the financial asset
- The contractual cash flow characteristics of the financial asset
All income and expenses relating to financial assets that are recognised in
profit or loss are presented within finance costs, finance income or other
financial items, except for impairment of trade receivables which is presented
within administrative expenses.
Subsequent measurement of financial assets
Financial assets are measured at amortised cost if the assets meet the
following conditions (and are not designated as FVTPL):
- They are held within a business model whose objective is to hold
the financial assets and collect its contractual cash flows
- The contractual terms of the financial assets give rise to cash
flows that are solely payments of principal and interest on the principal
amount outstanding
After initial recognition, these are measured at amortised cost using the
effective interest method. Discounting is omitted where its effect is
immaterial. The Group's cash and cash equivalents, trade and most other
receivables fall into this category. This category also includes investments
in equity instruments.
Financial assets which are designated as FVTPL are measured at fair value with
gains or losses recognised in profit or loss. The fair values of financial
assets in this category are determined with reference to active market
transactions or using a valuation technique where no active market exists.
Impairment of financial assets
IFRS 9's impairment requirements use forward looking information to recognise
expected credit losses - the 'expected credit loss (ECL) method'. Recognition
of credit losses is no longer dependent on first identifying a credit loss
event, but considers a broader range of information in assessing credit risk
and credit losses including past events, current conditions, reasonable and
supportable forecasts that affect the expected collectability of the future
cash flows of the instrument.
In applying this forward looking approach, a distinction is made between:
- Financial instruments that have not deteriorated significantly
in credit quality since initial recognition or that have low credit risk
('stage 1') and
- Financial instruments that have deteriorated significantly in
credit quality since initial recognition and whose credit risk is not low
('stage 2').
Stage 3 would cover financial assets that have objective evidence of
impairment at the reporting date.
12 month expected credit losses are recognised for the first category while
lifetime expected credit losses are recognised for the second category.
Measurement of the expected credit losses is determined by a
probability-weighted estimate of credit losses over the expected life of the
financial asset.
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting for trade and other
receivables as well as contract assets and records the loss allowance as
lifetime expected credit losses. These are the expected shortfalls in
contractual cash flows, considering the potential for default at any point
during the life of the financial instrument. In calculating, the Group uses
its historical experience, external indicators and forward-looking information
to calculate the expected credit losses using a provision matrix.
The Group assesses impairment of trade receivables on a collective basis, as
they possess shared credit risk characteristics and they have been grouped
based on the days past due.
Classification and measurement of financial liabilities
FVTPL: This category comprises only out-of-the-money derivatives. They are
carried in the statement of financial position at fair value with changes in
fair value recognised in the income statement.
Other financial liabilities: Other financial liabilities include trade
payables and other short-term monetary liabilities, which are initially
recognised at fair value and subsequently carried at amortised cost using the
effective interest method.
Bank and other borrowings are initially recognised at the fair value of the
amount advanced net of any transaction costs directly attributable to the
issue of the instrument. Such interest bearing liabilities are subsequently
measured at amortised cost using the effective interest method. Interest
expense in this context includes initial transaction costs and premia payable
on redemption, as well as any interest or coupon payable while the liability
is outstanding.
Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument
is any contract that evidences a residual interest in the assets of the Group
after deducting all of its liabilities.
Invoice discounting
The Group uses an invoice discounting facility and retains all significant
benefits and risks relating to the relevant trade receivables. The gross
amounts of the receivables are included within assets and a corresponding
liability in respect of proceeds received from the facility is included within
liabilities. The interest and charges are recognised as they accrue and are
included in the income statement with other interest charges.
Significant management judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and reported amounts of assets and
liabilities, income and expenses. The nature of the Group's business is such
that there can be unpredictable variation and uncertainty regarding its
business. The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates.
Significant management judgements (other than estimates)
The judgements that have a significant impact on the carrying value of assets
and liabilities are discussed below:
Consolidation
Management have concluded that it is not appropriate to utilise the exemption
from consolidation available to investment entities under IFRS 10 as the
Company is not considered to meet all of the essential elements of the
definition of an investment entity as performance is not measured or evaluated
on a fair value basis. Accordingly, the consolidation includes all entities
which the Company controls.
Deferred tax asset
The Group recognises a deferred tax asset in respect of temporary differences
relating to capital allowances, revenue losses and other short term temporary
differences when it considers there is sufficient evidence that the asset will
be recovered against future taxable profits.
This requires management to make decisions on such deferred tax assets based
on future forecasts of taxable profits. If these forecast profits do not
materialise, or there is a change in the tax rates or to the period over which
temporary timing differences might be recognised, the value of the deferred
tax asset will need to be revised in a future period.
The most sensitive area of estimation risk is with respect to losses. The
Group has losses for which no value has been recognised for deferred tax
purposes in these financial statements, as future economic benefit of these
temporary differences is not probable. If appropriate profits are earned in
the future, recognition of the benefit of these losses may result in a reduced
tax charge in a future period.
Significant estimates
Information about estimates and assumptions that have the most significant
effect on recognition and measurement of assets, liabilities, income and
expenses is provided below. Actual results may be substantially different.
Useful lives of depreciable assets
The depreciation charge for an asset is derived using estimates of its
expected useful life and expected residual value, which are reviewed annually.
Increasing an asset's expected life or residual value would result in a
reduced depreciation charge in the consolidated income statement.
Management determines the useful lives and residual values for assets when
they are acquired, based on experience with similar assets and taking into
account other relevant factors such as any expected changes in technology or
regulations.
Inventories
In determining the cost of inventories management has to make estimates to
arrive at cost and net realisable value.
Furthermore, determining the net realisable value of the wider range of
products held requires judgement to be applied to determine the saleability of
the product and estimations of the potential price that can be achieved. In
arriving at any provisions for net realisable value management takes into
account the age, condition and quality of the product stocked and the recent
sales trend. The future realisation of these inventories may be affected by
market-driven changes that may reduce future selling prices.
Fair value measurement
Management uses valuation techniques to determine the fair value of financial
instruments (where active market quotes are not available) and non-financial
assets. This involves developing estimates and assumptions consistent with how
market participants would price the instrument. Management bases its
assumptions on observable data as far as possible but this is not always
available. In that case management uses the best information available.
Estimated fair values may vary from the actual prices that would be achieved
in an arm's length transaction at the reporting date.
Recognition and calculation of right of use assets
Management assesses the discount rate to be applied to the leases held on an
annual basis. They ensure the discount rate is in line with market rate.
New and revised standards and interpretations applied
The following amendments are effective for the period beginning 1 January
2025:
Lack of Exchangeability (Amendment to IAS 21)
The Group has adopted the amendments to IAS 21 for the first time in the
current year. The amendments contain guidance to specify when a currency is
exchangeable and how to determine the exchange rate when it is not.
The adoption of this amendment has not had a material impact on the financial
statements of the Group.
New and revised Standards and Interpretations in issue but not yet effective
At the date of authorisation of these financial statements, the Company has
not early adopted the following amendments to Standards and Interpretations
that have been issued but are not yet effective and have not been adopted
early by the Group.
The following amendments are effective for the periods beginning on or after 1
January 2026:
Amendments to the Classification and Measurement of Financial Instruments - 1 January 2026
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial
Instruments: Disclosures
Annual Improvements to IFRS Accounting Standards - Amendments to IFRS 1, IFRS 1 January 2026
7, IFRS 9, IFRS 10 and IAS7
Contracts Referencing Nature-dependent Electricity - Amendments to IFRS 9 and 1 January 2026
IFRS 7
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
Translation to a Hyperinflationary Presentation Currency - Amendments to IAS 1 January 2027
21
These have been endorsed and adopted for use in the UK.
The directors do not expect any material impact as a result of adopting the
standards and amendments listed above in the financial year they become
effective.
2 Operating profit
Operating profit is stated after charging:
2025 2024
£'000 £'000
Staff costs 9,813 8,874
Depreciation of property, plant and equipment 1,169 1,124
Auditor's fees - audit services 41 43
The analysis of audit fees is as follows:
- for the audit of the Company's annual accounts 11 10
- for the audit of the Company's subsidiaries' accounts 30 33
41 43
3 Staff costs
Staff costs comprise:
2025 2024
£'000 £'000
Wages and salaries 8,660 7,989
Employer's National Insurance contributions 946 691
Defined contribution pension cost 207 194
9,813 8,874
The average number of employees (including Directors) in the Group was as
follows:
2025 2024
Number Number
Engineering, production and professional 242 237
Sales and marketing 12 12
Administration and management 39 39
293 288
4 Directors' remuneration
The remuneration of the Directors was as follows:
Salaries & fees Other
2025 benefits Total
£'000 2025 2025
£'000 £'000
David Buchler 45 - 45
Nick Lander 8 2 10
Michael Tzirki 188 2 190
241 4 245
as restated as restated as restated
Salaries & fees Other Total
2024 benefits 2024
£'000 2024 £'000
£'000
David Buchler 45 - 45
Nick Lander 9 1 10
Michael Tzirki 184 2 186
238 3 241
The services of Nick Lander were provided partly under the terms of a Service
Agreement with D2L Partners LLP. The amount due under this agreement, which is
in addition to the amounts disclosed above, for the year amounted to £400,000
(2024: £400,000). Amounts owed to D2L Partners LLP at the year end totalled
£nil (2024: £nil).
The amount outstanding to David Buchler at the year end was £11,250 (2024:
£nil).
The emoluments of the highest paid director during the year were £190,000
(2024: £186,000). This includes payment for employment by Shire Foods Limited
as well as an additional amount in respect of his director services to the
Company itself.
Michael Tzirki is a member of the Group's defined contribution pension plan by
virtue of his employment with Shire Foods Limited.
5 Operating segments
Analysis by business segment:
An analysis of key financial data by business segment is provided below. The
Group's food manufacturing segment is engaged in the production and sale of
food products to third party customers, and the investing and management
services segment incurs central costs, provides management services and
financing to other Group segments and undertakes treasury management on behalf
of the Group. A more detailed description of the activities of each segment is
given in the Strategic Report.
Investing and management services
Food manufacturing 2025
2025 £'000 Total
£'000 2025
£'000
Revenue 52,700 - 52,700
Profit before tax((1)) 6,711 35 6,746
Investing and management services
Food manufacturing 2024
2024 £'000 Total
£'000 2024
£'000
Revenue 49,040 - 49,040
Profit/(loss) before tax((1)) 6,171 166 6,337
Investing and management services
Food manufacturing 2025
2025 £'000 Total
£'000 2025
£'000
Assets 29,799 29,351 59,150
Liabilities and provisions (10,976) (976) (11,952)
Net assets((2)) 18,823 28,375 47,198
Investing and management services
Food manufacturing 2024
2024 £'000 Total
£'000 2024
£'000
Assets 27,668 23,230 50,898
Liabilities and provisions (8,566) (437) (9,003)
Net assets((2)) 19,102 22,793 41,895
(1) stated before intra-group interest and management charges
assets and liabilities stated excluding intra-group balances
Continuing operations
Investing and management services
Food manufacturing 2025
2025 £'000 Total
£'000 2025
£'000
Capital spend 1,077 4 1,081
Depreciation 1,169 - 1,169
Interest income (non-Group) (159) (893) (1,052)
Interest expense (non-Group) 59 - 59
Tax expense 1,643 (3) 1,640
Continuing operations Investing and management services
Food manufacturing 2024
2024 £'000 Total
£'000 2024
£'000
Capital spend 717 - 717
Depreciation 1,124 - 1,124
Interest income (non-Group) - (972) (972)
Interest expense (non-Group) 100 - 100
Tax credit/(expense) 1,479 4 1,483
Geographical analysis:
External revenue by Non-current assets by
location of customers location of assets
2025 2024 2025 2024
£'000 £'000 £'000 £'000
UK 51,493 47,842 7,594 7,698
Rest of Europe 1,207 1,198 - -
52,700 49,040 7,594 7,698
The Group had 3 (2024: 4) customers (all in the food manufacturing segment)
that individually accounted for in excess of 10% of the Group's revenues as
follows:
2025 2024
£'000 £'000
First customer 17,648 17,827
Second customer 14,468 14,916
Third customer 8,560 7,759
Fourth customer - 7,246
Revenue is recognised when goods are delivered and there is minimal
uncertainty over the timing and amount of revenue recognition. All revenue has
been recognised in one instance in the current and prior year. The Group has
no material balances which arise from contracts with customers save for trade
receivables as set out in note 13.
6 Discontinued operations
On 8 November 2022, two subsidiary undertakings in the Group, Indulgence
Patisserie Limited and Indulgence Foods Limited, ceased operations.
The loss relating to these subsidiaries (before intra-Group management
charges) in the year was as follows:
2025 2024
£'000 £'000
Revenue - 3
Gross profit - 3
Administrative expenses - (5)
Operating loss - (2)
Loss before tax - (2)
Income tax charge - (16)
Loss from discontinued operations - (18)
Cash flows generated by Indulgence Patisserie Limited and Indulgence Foods
Limited for the reporting periods under review were as follows:
2025 2024
£'000 £'000
Operating activities - (270)
Investing activities - -
Financing activities - -
Cash flows from discontinued operations - (270)
At 31 December 2025, the assets and liabilities of Indulgence Patisserie
Limited and Indulgence Foods Limited (stated inclusive of intra-Group
balances), were as follows:
2025
£'000
Current assets
Trade and other receivables 44
Total current assets 44
Total assets 44
Current liabilities
Loans and other borrowings (4,564)
Trade and other payables (77)
Total liabilities (4,641)
Net liabilities (4,597)
7 Investment revenues, other gains and losses and finance income and
expense
2025 2024
£'000 £'000
Finance income
Bank interest receivable 1,052 972
Investment revenues 88 85
1,140 1,057
Finance expense
Bank interest - (2)
Lease interest (59) (53)
Other interest and finance charges (29) (45)
(88) (100)
8 Income tax
2025 2024
£'000 £'000
Corporation tax charge recognised in income statement - current year 1,594 1,457
Corporation tax charge recognised in income statement - prior year 26 5
Deferred tax charge recognised in income statement - current year 20 21
Total tax charge recognised in income statement 1,640 1,483
Deferred tax charge recognised in equity 538 328
Total tax charge recognised 2,178 1,811
The reasons for the difference between the actual tax expense in the income
statement for the year and the standard rate of corporation tax in the UK
applied to profits for the year are as follows:
2025 2024
£'000 £'000
Profit before tax 6,746 6,337
Expected tax charge based on the prevailing rate of corporation tax in the UK 1,687 1,584
of 25% (2024 - 25%)
Effects of:
Income not taxed (22) (21)
Other adjustments 22 24
Losses utilised (73) (108)
Group relief from discontinued operations - (1)
Adjustments relating to prior periods 26 5
Total tax recognised in income statement 1,640 1,483
Deferred tax assets and liabilities are recognised at rates of tax
substantively enacted as at the balance sheet date. Deferred tax assets are
recognised to the extent that they are considered recoverable. See also note
19.
9 Earnings per share
The calculation of the basic and diluted earnings per share is based on the
following data:
Earnings for the purposes of earnings per share:
2025 2024
£'000 £'000
Profit/(loss) attributable to equity holders of the parent company:
From continuing operations 4,162 3,985
From discontinued operations - (18)
EEa
Weighted average number of shares for the purposes of earnings per share: 2025 2024
No. No.
Weighted average number of ordinary shares in issue 2,203,401 2,245,533
Dilutive effect of potential ordinary shares - -
Weighted average number of ordinary shares for diluted EPS 2,203,401 2,245,533
There were no share options (or other dilutive instruments) in issue during
the year or the previous year.
10 Subsidiaries
The subsidiaries of Volvere plc, all of which have been included in these
consolidated financial statements, are as follows:
Proportion of ownership interest in ordinary shares at 31 December 2025
Registered address Principal
Name Activity
Volvere Central Services Limited Note 1 Group support services 100%
NMT Group Limited Note 2 Investment 98.6%
Shire Foods Limited Note 1 Food manufacturing 80%
Indulgence Foods Limited Note 1 Dormant 100%
Indulgence Patisserie Limited Note 1 Dormant 100%
Naughty Vegan Limited Note 1 Dormant 100%
Note 1 - Registered at Shire House, Tachbrook Road, Leamington Spa,
Warwickshire, CV31 3SF, England.
Note 2 - Registered at 4th Floor 115 George Street, Edinburgh, EH2 4JN,
Scotland.
11 Property, plant and equipment
Freehold Plant & Machinery
Property
£'000 Total
£'000
£'000
Cost or valuation
At 1 January 2024 3,750 10,126 13,876
Additions - 717 717
Disposals - (81) (81)
Revaluation 200 - 200
At 31 December 2024 and 1 January 2025 3,950 10,762 14,712
Additions - 1,081 1,081
Disposals - (35) (35)
Revaluation - - -
At 31 December 2025 3,950 11,808 15,758
Accumulated depreciation
At 1 January 2024 173 5,798 5,971
Charge for the year 59 1,065 1,124
Eliminated on disposal - (81) (81)
At 31 December 2024 and 1 January 2025 232 6,782 7,014
Charge for the year 61 1,108 1,169
Disposals - (19) (19)
At 31 December 2025 293 7,871 8,164
Net book value
At 31 December 2025 3,657 3,937 7,594
At 31 December 2024 3,718 3,980 7,698
The freehold property owned by Shire Foods Limited was revalued by an
independent valuation specialist to £3,950,000 in May 2024 and this valuation
has been included as at 31 December 2025.
Under the historical cost model, the carrying value of freehold property would
be £2,113,000. All other property, plant and equipment is carried at cost
less accumulated depreciation. At the year end, the Directors consider that
the fair value of the properties is not materially different from their
carrying values.
Management considers there to be no indicators to suggest that any items of
property, plant and equipment are impaired. Property, plant and equipment
(which is all held within Shire Foods Limited) with a net book value of £7.60
million is pledged as collateral for Group borrowings (all of which are within
Shire Foods Limited).
Right of use assets
The Group leases certain plant and equipment. In all cases, the lease
obligations are secured by the lessor's title to the leased assets. The
right-of-use assets included in the statement of financial position are as
follows:
Amounts recognised in the statement of financial position
Group 2025 2024
Plant & Machinery Plant & Machinery
£'000 £'000
Net book value brought forward 1,451 1,724
Additions 542 116
Disposals (35) -
Depreciation charge (371) (389)
Net book value carried forward 1,587 1,451
Amounts recognised in the statement of comprehensive income
Group 2025 2024
£'000 £'000
Interest expense on lease liabilities 59 53
Depreciation charge for the year 366 389
The aggregate undiscounted commitments for short-term and low value leases at
the year-end was £nil (2024 - £nil).
12 Inventories
2025 2024
£'000 £'000
Raw materials 3,333 2,573 3,662
Finished products 2,877
6,210 6,235
The total amount of inventories consumed in the year and charged to cost of
sales was £29.28 million (2024: £27.44 million).
13 Trade and other receivables
2025 2024
£'000 £'000
Trade receivables 9,874 7,712
Net trade receivables 9,874 7,712
Other receivables 339 204
Prepayments and accrued income 1,913 1,207
12,126 9,123
Certain of the Group's subsidiaries have invoice discounting arrangements for
their trade receivables which are pledged as collateral. Under these
arrangements it is considered that the subsidiaries remain exposed to the
risks and rewards of ownership, principally in the form of credit risk, and so
the assets continue to be recognised. The associated liabilities arising
restrict the subsidiaries' use of the assets.
The carrying amount of the assets and associated liabilities is as follows:
2025 2024
£'000 £'000
Trade receivables 9,874 7,712
Borrowings 510 (27)
10,384 7,685
Because of the normal credit periods offered by the subsidiaries, it is
considered that the fair value matches the carrying value for the assets and
associated liabilities.
The Group is exposed to credit risk with respect to trade receivables due from
its customers, primarily in the food manufacturing segment. This segment has
a significant dependency on a small number of large customers who can and do
place significant contracts. Provisions for bad and doubtful debts are made
based on management's assessment of the risk taking into account the ageing
profile, experience and circumstances. There were no significant amounts due
from individual customers where the credit risk was considered by the
Directors to be significantly higher than the total population.
During the year, several customers were invoiced in foreign currency. The
Group does not hedge its exposure to foreign exchange risk but monitors
product margins and foreign exchange gains and losses each month. In the event
of a permanent and unfavourable movement in exchange rates, the Group would
review foreign currency-based selling prices. At the balance sheet date, trade
receivables consisted of customers invoiced in Euros and sterling as follows:
Trade receivables 2025 2024
£'000 £'000
Denominated in sterling 9,874 7,712
9,874 7,712
The ageing analysis of trade receivables is disclosed below:
2025 2024
£'000 £'000
Up to 3 months 9,874 7,623
3 to 6 months - 13
6 to 12 months - -
Over 12 months - 76
9,874 7,712
14 Cash and cash equivalents
2025 2024
£'000 £'000
Cash at bank and in hand 28,270 25,053
15 Current asset investments
During the year the Group remained invested in equity securities pursuant to
its treasury management policies. The investments held at the year end are
carried at fair value of £4.95 million (2024: £2.79 million) and have been
classified as current asset investments. The cost of the securities was £1.69
million (2024: £1.69 million).
2025 2024
£'000 £'000
Current asset investments 4,950 2,789
16 Trade and other payables (current)
2025 2024
£'000 £'000
Trade payables 6,203 3,362
Other tax and social security 309 266
Other payables 34 35
Accruals 1,962 2,586
8,508 6,249
The fair value of all trade and other payables approximates to book value at
31 December 2025 and at 31 December 2024.
17 Financial instruments - risk management
The Group's principal financial instruments are:
· Trade receivables
· Cash at bank
· Loans and right of use leases
· Trade and other payables
The Group is exposed through its operations to the following financial risks:
· Cash flow interest rate risk
· Foreign currency risk
· Liquidity risk
· Credit risk
Other market price risk
Policy for managing these risks is set by the Board following recommendations
from the Co-founder/Director. Certain risks are managed centrally, while
others are managed locally following guidelines communicated from the centre.
The policy for each of the above risks is described in more detail below.
Interest rate risk
Due to the relatively low level of borrowings, the Directors do not have an
explicit policy for managing cash flow interest rate risk. All current and
recent borrowing (other than in respect of leasing) has been on variable
terms, and the Group has cash reserves sufficient to repay all borrowings
promptly in the event of a significant increase in market interest rates.
All cash is managed centrally and subsidiary operations are not permitted to
arrange borrowing independently.
The Group's investments may attract interest at fixed or variable rates, or
none at all. The market price of such investments may be impacted positively
or negatively by changes in underlying interest rates. It is not considered
relevant to provide a sensitivity analysis on the effect of changing interest
rates since, at the year end, none of the Group's investments were interest
bearing.
Foreign currency risk
Foreign exchange risk arises when individual Group operations enter into
transactions denominated in a currency other than their functional currency
(sterling). The Directors monitor and review their foreign currency exposure
on a regular basis. The Directors are of the opinion that the exposure to
foreign currency risk is not significant.
Liquidity risk
The Group maintains significant cash reserves and therefore does not require
facilities with financial institutions to provide working capital. Surplus
cash is managed centrally to maximise the returns on deposits.
Credit risk
The Group is mainly exposed to credit risk from credit sales. The Group's
policy for managing and exposure to credit risk is disclosed in note 13.
Other market price risk
The Group has generated a significant amount of cash and this has been held
partly as cash deposits and partly invested pursuant to the Group's investing
strategy.
Capital management
The Group's main objective when managing capital is to protect returns to
shareholders by ensuring the Group will trade profitably in the foreseeable
future. The Group also aims to maximise its capital structure of debt and
equity so as to minimise its cost of capital.
The Group manages its capital with regard to the risks inherent in the
business and the sector within which it operates by monitoring its gearing
ratio on a regular basis.
The Group considers its capital to include share capital, share premium,
revaluation reserve and retained earnings. Net debt includes short and
long-term borrowings (including lease obligations) and shares classed as
financial liabilities, net of cash and cash equivalents. The Group has not
made any changes to its capital management during the year. The Group is not
subject to any externally imposed capital requirements.
An analysis of what the Group manages as capital is outlined below:
2025 2024
£'000 £'000
Total debt (1,277) (1,147)
Cash and cash equivalents 28,270 25,053
Net funds 26,993 23,906
Total equity (capital) 47,198 41,895
Net funds to capital ratio 57.2% 57.1%
Reconciliation of movement in net cash
Net cash at 1 January 2025 Repayment of borrowings Other non- cash items Net cash at 31
Cash flow December 2025
£'000 £'000 £'000 £'000 £'000
Cash at bank and in hand 25,053 3,217 - - 28,270
Borrowings (1,147) - 327 (457) (1,277)
Total financial liabilities 23,906 3,217 327 (457) 26,993
Non-cash items of £457,000 relate to the increase in lease finance arising on
the purchase of property, plant and equipment.
18 Financial assets and liabilities - numerical disclosures
Analysis of financial assets by category:
31 December 2025 Amortised cost FVOCI Total
£'000 £'000 £'000
Financial assets
Trade and other receivables 12,126 - 12,126
Cash and cash equivalents 28,270 - 28,270
Current asset investments - 4,950 4,950
Total assets 40,396 4,950 45,346
Financial liabilities
Non-current borrowings 924 - 924
Current borrowings 353 - 353
Trade and other payables 8,508 - 8,508
Total liabilities 9,785 - 9,785
31 December 2024 Amortised cost FVOCI Total
£'000 £'000 £'000
Financial assets
Trade and other receivables 9,123 - 9,123
Cash and cash equivalents 25,053 - 25,053
Current asset investments - 2,789 2,789
Total assets 34,176 2,789 36,965
Financial liabilities
Non-current borrowings 840 - 840
Current borrowings 307 - 307
Trade and other payables 6,249 - 6,249
Total liabilities 7,396 - 7,396
Fair values
Assets held at fair value fall into three categories, depending on the
valuation techniques used, as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets
or liabilities;
Level 2: inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e., as prices) or
indirectly (i.e., derived from prices);
Level 3: inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
The Directors consider the carrying values of all financial assets and
liabilities to be a reasonable approximation of their fair values.
Current asset investments are held at fair value and are valued in accordance
with Level 1 valuation techniques.
All other assets, and all liabilities are carried at amortised cost.
Maturity of financial liabilities
The maturity of borrowings (including right of use leases) carried at
amortised cost is as follows:
2025 2024
£'000 £'000
Less than six months 175 146
Six months to one year 178 161
One to two years 337 266
Two to five years 587 549
More than five years - 25
1,277 1,147
The above borrowings are analysed on the balance sheet as follows:
2025 2024
£'000 £'000
Loans and other borrowings (current) 129 98
Leases (current) 224 209
Loans and other borrowings (non-current) 444 573
Leases (non-current) 480 267
1,277 1,147
Borrowings are secured on certain assets of the Group, and interest was
charged at rates of between 2% and 4% during the year. Including interest that
is expected to be paid, the maturity of borrowings (including leases) is as
follows:
2025 2024
£'000 £'000
Less than six months 207 175
Six months to one year 205 188
One to two years 383 305
Two to five years 645 597
More than five years - 25
1,440 1,290
The above borrowings including interest that is expected to be paid are
analysed as follows:
2025 2024
£'000 £'000
Loans and other borrowings (current) 150 122
Leases (current) 262 241
Loans and other borrowings (non-current) 472 622
Leases (non-current) 556 305
1,440 1,290
The maturity of other financial liabilities, excluding loans and borrowings,
carried at amortised cost is as follows:
2025 2024
£'000 £'000
Less than six months 6,512 3,628
19 Deferred tax
Movements in deferred tax provisions are outlined below:
Accelerated tax depreciation Other
timing differences Re-valuations
Losses Total
£'000 £'000 £'000 £'000 £'000
At 1 January 2025 (763) 11 (855) - (1,607)
Recognised in P&L during the year (25) 5 (2) - (22)
Recognised in equity during the year - - (538) - (538)
At 31 December 2025 (788) 16 (1,395) - (2,167)
Previous year movements were as follows:
Accelerated tax depreciation Other
timing differences Re-valuations
Losses Total
£'000 £'000 £'000 £'000 £'000
At 1 January 2024 (762) 40 (527) 4 (1,245)
Recognised in P&L during the year (1) (16) - (4) (21)
Recognised in equity during the year - - (328) - (328)
Derecognised on discontinued operations - (13) - - (13)
At 31 December 2024 (763) 11 (855) - (1,607)
In addition, there are unrecognised net deferred tax assets as follows:
2025 2024
£'000 £'000
Tax losses carried forward 610 683
Excess of depreciation over capital allowances - -
Short term temporary differences - -
Net unrecognised deferred tax asset 610 683
Deferred tax assets and liabilities have been calculated using the rate of
corporation tax expected to apply when the relevant temporary differences
reverse of 25% (2024 - 25%). Deferred tax assets and liabilities are only
offset where there is a legally enforceable right of offset and there is an
intention to settle the balances net.
The unrecognised elements of the deferred tax assets have not been recognised
because there is insufficient evidence that they will be recovered because
such losses are within entities that are not expected to yield future profits.
The losses cannot be used to offset against profits in other entities as the
losses arose prior to 1 April 2017 and can therefore only be offset against
any profits made by the entity that incurred the loss.
20 Share capital
Authorised
2025 2025 2024 2024
Number £'000 Number £'000
Ordinary shares of £0.0000001 each 100,100,000 - 100,100,000 -
A shares of £0.49999995 each 50,000 25 50,000 25
B shares of £0.49999995 each 50,000 25 50,000 25
Deferred shares of £0.00000001 each 4,999,999,500,000 50 4,999,999,500,000 50
100 100
Issued and fully paid
2025 2025 2024 2024
Number £'000 Number £'000
Ordinary shares of £0.0000001 each 6,207,074 - 6,207,074 -
Deferred shares of £0.00000001 each 4,999,994,534,697 50 4,999,994,534,697 50
50 50
Treasury shares
During the year the Company acquired 19,000 (2024:119,000) of its own Ordinary
shares for total consideration of £428,000 (2024: £1,512,000). This brought
the total number of Ordinary shares held in treasury to 4,017,152 (2024:
3,998,152) with an aggregate nominal value of less than £1. At the year end
the total number of Ordinary shares outstanding (excluding treasury shares)
was 2,189,922 (2024: 2,208,922).
Rights attaching to deferred shares & A and B shares
The Deferred shares carry no rights to participate in the profits of the
Company and carry no voting rights. After the distribution of the first £10
billion in assets in the event of a return of capital (other than a purchase
by the Company of its own shares), the Deferred shares are entitled to an
amount equal to their nominal value.
The Company has no A and B shares in issue. These shares have conversion
rights allowing them to convert into Ordinary shares on a pre-determined
formula. All A and B shares previously in issue have been converted into
Ordinary shares.
21
Reserves
All movements on reserves are disclosed in the consolidated statement of
changes in equity.
The following describes the nature and purpose of each reserve within owners'
equity:
Reserve Nature and purpose
Share premium Amount subscribed for share capital in excess of nominal value
Revaluation reserves Cumulative net unrealised gains and short-term losses arising on the
revaluation of the Group's current asset investments and freehold property
Retained earnings Cumulative net gains and losses recognised in the statement of comprehensive
income, other than those included in revaluation reserves.
22 Related party transactions
Details of amounts payable to Directors, and parties related to the Directors,
are disclosed in note 4. There were no other transactions with key members of
management other than in respect of out-of-pocket expenses properly incurred,
and no other transactions with related.
23 Contingent liabilities
The Group had no material contingent liabilities as at the date of these
financial statements.
24 Non-controlling interests
The non-controlling interests of £3,837,000 (2024: £3,891,000) relate to the
net assets attributable to the shares not held by the Group at 31 December
2025 in the following subsidiaries:
2025 2024
Name of subsidiary £'000 £'000
NMT Group Limited 72 70
Shire Foods Limited 3,765 3,821
3,837 3,891
Summarised financial information (before intra-group eliminations) in respect
of those subsidiaries with material non-controlling interests is presented
below:
Shire Foods Limited
2025 2024
£'000 £'000
Non-current assets 7,591 7,698
Current assets 22,164 19,926
Non-current liabilities (924) (840)
Current liabilities (8,602) (6,298)
Provisions (1,375) (1,352)
Net assets (equity) 18,854 19,134
Group 15,090 15,313
Non-controlling interests 3,764 3,821
18,854 19,134
Revenue 52,700 49,040
Profit for the year after tax (stated after intra-group management
and interest charges) 4,718 4,342
Profit for the year attributable to non-controlling interests 942 867
-ENDS-
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