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Registered number: 06774021
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VERVE PARTNERS HOLDINGS LIMITED
UNAUDITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
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VERVE PARTNERS HOLDINGS LIMITED
COMPANY INFORMATION
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A J Dexter (appointed 23 December 2020)
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Bishop Fleming Bath Limited
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VERVE PARTNERS HOLDINGS LIMITED
CONTENTS
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Notes to the Financial Statements
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VERVE PARTNERS HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
The directors present their report and the financial statements for the year ended 31 December 2020.
DIRECTORS' RESPONSIBILITIES STATEMENT
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The directors are responsible for preparing the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activity during the year was that of a holding company.
The principal activity of subsidiary companies was that of market research.
The directors who served during the year were:
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A J Dexter (appointed 23 December 2020)
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In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
Page 1
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VERVE PARTNERS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
This report was approved by the board and signed on its behalf.
Page 2
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VERVE PARTNERS HOLDINGS LIMITED
CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF VERVE PARTNERS HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2020
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Verve Partners Holdings Limited for the year ended 31 December 2020 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes from the Group's accounting records and from information and explanations you have given us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com/regulation.
This report is made solely to the Board of Directors of Verve Partners Holdings Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of Verve Partners Holdings Limited and state those matters that we have agreed to state to the Board of Directors of Verve Partners Holdings Limited, as a body, in this report in accordance with ICAEW Technical Release TECH07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Verve Partners Holdings Limited and its Board of Directors, as a body, for our work or for this report.
It is your duty to ensure that Verve Partners Holdings Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Verve Partners Holdings Limited. You consider that Verve Partners Holdings Limited is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or review of the financial statements of Verve Partners Holdings Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.
Bishop Fleming Bath Limited
Chartered Accountants
Minerva House
Lower Bristol Road
Bath
BA2 9ER
19 May 2021
Page 3
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VERVE PARTNERS HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2020
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Interest receivable and similar income
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Interest payable and expenses
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PROFIT/(LOSS) BEFORE TAXATION
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PROFIT/(LOSS) FOR THE FINANCIAL YEAR
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There was no other comprehensive income for 2020 (2019:£NIL).
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The notes on pages 11 to 20 form part of these financial statements.
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Page 4
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VERVE PARTNERS HOLDINGS LIMITED
REGISTERED NUMBER:06774021
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2020
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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NET CURRENT ASSETS/(LIABILITIES)
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TOTAL ASSETS LESS CURRENT LIABILITIES
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Creditors: amounts falling due after more than one year
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Page 5
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VERVE PARTNERS HOLDINGS LIMITED
REGISTERED NUMBER:06774021
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2020
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 20 form part of these financial statements.
Page 6
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VERVE PARTNERS HOLDINGS LIMITED
REGISTERED NUMBER:06774021
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2020
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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TOTAL ASSETS LESS CURRENT LIABILITIES
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Page 7
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VERVE PARTNERS HOLDINGS LIMITED
REGISTERED NUMBER:06774021
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2020
The directors consider that the Company is entitled to exemption from the requirement to have an audit under the provisions of section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 20 form part of these financial statements.
Page 8
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VERVE PARTNERS HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2020
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Comprehensive income for the year
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Comprehensive income for the year
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Currency translation differences
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Shares issued during the year
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The notes on pages 11 to 20 form part of these financial statements.
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Page 9
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VERVE PARTNERS HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2020
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Contributions by and distributions to owners
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Shares issued during the year
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The notes on pages 11 to 20 form part of these financial statements.
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Page 10
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VERVE PARTNERS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
The company is a private company, limited by shares and registered in England.
Its registered office is 7 Bell Yard, London, England, WC2A 2JR.
Its registered number is 06774021.
2.ACCOUNTING POLICIES
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BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Director’s report.
The Company's forecasts and projections, taking account of the continued possible impact of COVID-19 in trading performance, show that the company should be able to operate within the level of its current facilities.
Therefore, the directors have a reasonable expectation that the Company has adequate resources 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.
Page 11
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VERVE PARTNERS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
2.ACCOUNTING POLICIES (continued)
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FOREIGN CURRENCY TRANSLATION
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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OPERATING LEASES: THE GROUP AS LESSEE
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Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Page 12
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VERVE PARTNERS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
2.ACCOUNTING POLICIES (continued)
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
Interest income is recognised in the statement of income and retained earnings using the effective interest method.
Finance costs are charged to the statement of income and retained earnings over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
DEFINED CONTRIBUTION PENSION
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in the statement of income and retained earnings when they fall due. Amounts not paid are shown in other creditors as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
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CURRENT AND DEFERRED TAXATION
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the statement of income and retained earnings except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position date, except that:
Page 13
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VERVE PARTNERS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
2.ACCOUNTING POLICIES (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Short-term leasehold property
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33% per annum and 20% per annum
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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CASH AND CASH EQUIVALENTS
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Page 14
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VERVE PARTNERS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
2.ACCOUNTING POLICIES (continued)
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PROVISIONS FOR LIABILITIES
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Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the statement of income and retained earnings in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
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The average monthly number of employees, including directors, during the year was 85 (2019: 89).
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Page 15
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VERVE PARTNERS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
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Short-term leasehold property
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Charge for the year on owned assets
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Page 16
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VERVE PARTNERS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Verve Partners Holdings (Australia) Limited (dormant)
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Verve North America (Canada), Inc
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Verve Partners Ventures Limited (dormant)
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The registered office address of the subsidiary entities are as follows:
1: 7 Bell Yard, London, England, WC2A 2JR
2. 5 Southampton Place, London, England, WC1A 2DA
3: Verve North America, Inc- 625 W Adams, Suite 19-902, Chicago, Illinois, 60661 USA
4: 65 Queen Street West, Suite 700, Toronto, Ontario, M5H 2M5, Canada
All subsidiaries are held directly.
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Page 17
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VERVE PARTNERS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
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DUE AFTER MORE THAN ONE YEAR
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Amounts owed by group undertakings
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Prepayments and accrued income
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Page 18
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VERVE PARTNERS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
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CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
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AUTHORISED, ALLOTTED, CALLED UP AND FULLY PAID
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2,068 (2019: 2,068) Ordinary 'A' shares of £1.00 each
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650 (2019: 650) Ordinary 'B' shares of £1.00 each
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2,065 (2019: 1,026) Ordinary 'C' shares of £0.01 each
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On the 6th of November 2020 1,026 Ordinary 'C' shares were issued for consideration of 1p each and 13 Ordinary 'C' Shares were issued for a consideration of £2.35 each.
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The company has granted share options under the Enterprise Management Scheme since the year ended 31 December 2009. The options can be exercised within a 10 year period at the weighted average exercise price of £1.00 per share option for 'B' shares and £1.23 per share option for 'C' shares.
During the year Nil (2019: Nil) Class 'B' and Nil (2019: 13,178) Class 'C' share options were issued.
During the year Nil (2019: Nil) Class 'B' and 1,039 (2019: Nil) Class 'C' share options were exercised.
During the year Nil (2019: Nil) Class 'B' and Nil (2019: 1,039) Class 'C' share options were lapsed.
At 31 December 2020 173 (2019: 173) Class 'B' and 29,616 (2019: 30,655) Class 'C' share options were outstanding.
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TRANSACTIONS WITH DIRECTORS
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The directors N Brown and G Westmore have a charge over all intellectual property.
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RELATED PARTY TRANSACTIONS
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The group has taken advantage of exemption, under the terms of Financial Reporting Standard 102 the financial reporting standard applicable in the UK and Republic of Ireland, not to disclose related
party transactions with group companies.
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Page 19
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VERVE PARTNERS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
The company is controlled by A G Cooper, a director and shareholder of the company.
Page 20
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