ACCOUNTS - Final Accounts


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Registered number: 06774021
















VERVE PARTNERS HOLDINGS LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021


































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VERVE PARTNERS HOLDINGS LIMITED

 
COMPANY INFORMATION


DIRECTORS
N G Brown 
A G Cooper 
A J Dexter 
A Harper-Tee 
D J Packford 
G D Westmore 




REGISTERED NUMBER
06774021



REGISTERED OFFICE
7 Bell Yard

London

WC2A 2JR






VERVE PARTNERS HOLDINGS LIMITED


CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 4
Independent auditors' report
5 - 8
Consolidated statement of comprehensive income
9
Consolidated statement of financial position
10
Company statement of financial position
11
Consolidated statement of changes in equity
12
Company statement of changes in equity
13
Consolidated Statement of cash flows
14 - 15
Consolidated analysis of net debt
15
Notes to the financial statements
16 - 30



VERVE PARTNERS HOLDINGS LIMITED

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021

INTRODUCTION
 
We are pleased to report that 2021 saw us continue to grow profitably at an impressive rate of 29% at the top line.
This enabled us to invest in our team, enter new markets by expanding our international reach to better serve our international clients, and develop new products and propositions.       
  
We have remained on a growth path in 2022, which has seen us, for example: significantly invest in our team at all levels, launch our ignite@Verve proposition and enter the Asia Pacific region with a hub based in Sydney.   

BUSINESS REVIEW
 
Overview
Verve’s heritage is in community panels for market research.  We consider ourselves:
 
To be experts in culture, communities and smart digital insight
To produce inspiring insight and bringing it to life enabling our clients to make better business decisions
To put customers at the heart of our clients’ businesses to enable better business decision making - this in an environment in which customer habits and behaviours are evolving at a rate ever faster than historically. 

Verve operate across the globe with hubs in North America, the UK, Romania, Africa and most recently, Australia. 

Our growth in 2021 placed us in the UK’s Market research Society’s list of Top 20 fastest growing market research agencies.  
 
Into 2022

We have continued to invest in our business by:

Expanding our strategic insight offering:
-  We launched our ignite@Verve proposition, which aims to deliver a deeper understanding of consumer        behaviour in the context of changing culture
-  Have invested in behavioural science, social intelligence and user experience capability
Expanding our international reach, opening a hub in Sydney
Expanding our geographic reach in the UK with the opening of a hub in Manchester
Launching a global advanced quant and analytics practice, a global centre of research innovation, and market sector practices such as our TMT practice in North America

Page 1


VERVE PARTNERS HOLDINGS LIMITED


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021

PRINCIPAL RISKS AND UNCERTAINTIES
 
We see the key external risks to our and our stakeholders’ businesses in the immediate and medium term to be economic and political instability, caused by factors such as international political turmoil and conflicts and continued pandemic fallout, which has resulted in cost inflation and the onset of recession across many markets.  Verve considers that the following attributes of our business will give some resilience in the face of this:

A revenue stream, of which in excess of 90% is repeat or part of research programmes in nature, as opposed to ad-hoc
A largely ‘blue-chip’ diverse client base, which enables us to have a portfolio effect across it
Our investment in strength, breadth and depth across our team, enabling us to continue to produce quality work for a diverse range of clients across a broad range of competencies and geographies
Operating in geographies such as our centres of operational and research excellence in South Africa and Romania, enabling us to be cost competitive, whilst retaining quality in our service offerings.
Strong cash conversion, such that at the end of 2021 we had a net cash position in excess of £2 million.

FINANCIAL KEY PERFORMANCE INDICATORS
 
Verve’s revenue has grown in the year by 29% (2021 £10.5m), following 23% growth in 2020 (£8.1m).

This was predominantly in the UK and Europe both through retention of and growth from existing clients and winning new ones.   

Verve continued to invest in our team with an increase in average headcount of 20% (Average employees per month of 102 in 2021 vs 85 in 2020).

Our cash conversion rate of 100% in 2021 produced a closing net cash position of £2.3m.  This strong cash position has helped enable us to continue to invest in 2022 in new market and product entry and build further capabilities and strengths in our team across geographies.    

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This report was approved by the board on 28 September 2022 and signed on its behalf.



A Harper-Tee
Director

Page 2


VERVE PARTNERS HOLDINGS LIMITED

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021

The directors present their report and the financial statements for the year ended 31 December 2021.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Group strategic report, 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 2006They 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.

RESULTS AND DIVIDENDS

The profit for the year, after taxation, amounted to £1,545,246 (2020: £830,053).

DIRECTORS

The directors who served during the year were:

N G Brown 
A G Cooper 
A J Dexter 
A Harper-Tee 
D J Packford 
G D Westmore 

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

POST BALANCE SHEET EVENTS

There have been no significant events affecting the Group since the year end.

Page 3


VERVE PARTNERS HOLDINGS LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
AUDITORS

The auditorsBishop Fleming LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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






A Harper-Tee
Director

Date: 28 September 2022

7 Bell Yard
London
WC2A 2JR

Page 4


VERVE PARTNERS HOLDINGS LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERVE PARTNERS HOLDINGS LIMITED
OPINION


We have audited the financial statements of Verve Partners Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2021, which comprise the Group Statement of comprehensive income, the Group and Company Statements of financial position, the Group Statement of cash flows, the Group and Company Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2021 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


BASIS FOR OPINION


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


CONCLUSIONS RELATING TO GOING CONCERN


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


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


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


OTHER INFORMATION


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' report thereon.  The directors are responsible for the other information contained within the Annual Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 5


VERVE PARTNERS HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERVE PARTNERS HOLDINGS LIMITED (CONTINUED)

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
 

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


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


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


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 6


VERVE PARTNERS HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERVE PARTNERS HOLDINGS LIMITED (CONTINUED)

AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We have considered the following:
 
The nature of the industry and sector, control environment and business performance;
Results of our enquires of management and directors in relation to their own identification and assessment         of the risks of irregularities within the Group and Company; and
Any matters we identified having obtained and reviewed the Group and Company’s documentation of their policies and procedures relating to: identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; the internal controls established to mitigate risks of fraud or noncompliance with laws and regulations.

As a result of these procedures, we have considered the opportunities and incentives that may exist within the organisation for fraud and identified the areas of high risk to be in relation to revenue recognition. In common with all audits under ISAs (UK) we are also required to perform specific procedures to respond to the risk of management override.
We have also obtained an understanding of the legal and regulatory frameworks that the Group and Company operates in, focussing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures within the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Financial Reporting Standard 102 and UK tax legislation. In addition we considered the provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental for the Company’s ability to operate or avoid a material penalty. These included safeguarding regulations, health and safety regulations; employment legislation; and data protection laws.
Our audit procedures performed to respond to the risks identified included, but were not limited to:
 
Reviewing the financial statement disclosures and testing to supporting documentation to assess         compliance with provisions of relevant laws and regulations described as having a direct effect on the         financial statements;
Reviewing the financial statement disclosures and testing to supporting documentation to assess the         recognition of revenue;
Discussions with management, including consideration of known or suspected instances of non compliance with laws and regulation and fraud;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud
Reviewing board minutes;
Identifying and testing journal entries, evaluating whether there was evidence of bias by the directors that         represented a risk of material misstatement due to fraud; and
Challenging assumptions and judgements made by management in their significant accounting estimates.

Page 7


VERVE PARTNERS HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERVE PARTNERS HOLDINGS LIMITED (CONTINUED)

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


OTHER MATTERS
 

The prior year comparative figures were not audited.


USE OF OUR REPORT
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.






Ria Burridge FCCA (Senior statutory auditor)
for and on behalf of
Bishop Fleming LLP
Chartered Accountants
Statutory Auditors
10 Temple Back
Bristol
BS1 6FL

29 September 2022
Page 8


VERVE PARTNERS HOLDINGS LIMITED

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021

2021
Unaudited
2020
Note
£
£

  

Turnover
 4 
10,508,518
8,149,898

Cost of sales
  
(2,745,415)
(1,843,340)

Gross profit
  
7,763,103
6,306,558

Administrative expenses
  
(5,991,920)
(5,500,668)

Other operating income
 5 
82,577
210,314

Operating profit
 6 
1,853,760
1,016,204

Interest receivable and similar income
 10 
1,320
96

Interest payable and similar expenses
 11 
(33,111)
(47,880)

Profit before tax
  
1,821,969
968,420

Tax on profit
 12 
(276,723)
(138,367)

Profit for the financial year
  
1,545,246
830,053

  

There were no recognised gains and losses for 2021 or 2020 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2021 (2020:£NIL).

The notes on pages 16 to 30 form part of these financial statements.

Page 9


VERVE PARTNERS HOLDINGS LIMITED
REGISTERED NUMBER:06774021

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021

2021
Unaudited
2020
Note
£
£

Fixed assets
  

Tangible assets
 13 
104,030
75,883

  
104,030
75,883

Current assets
  

Debtors: amounts falling due within one year
 15 
3,498,286
3,021,795

Cash at bank and in hand
 16 
2,509,098
1,177,234

  
6,007,384
4,199,029

Creditors: amounts falling due within one year
 17 
(3,603,216)
(3,277,321)

Net current assets
  
 
 
2,404,168
 
 
921,708

Total assets less current liabilities
  
2,508,198
997,591

Creditors: amounts falling due after more than one year
 18 
(136,667)
(176,667)

Provisions for liabilities
  

Deferred tax
 19 
(4,929)
-

  
 
 
(4,929)
 
 
-

Net assets
  
2,366,602
820,924


Capital and reserves
  

Called up share capital 
 20 
2,794
2,739

Share premium account
 21 
2,981,668
2,981,284

Foreign exchange reserve
 21 
41,558
41,565

Profit and loss account
 21 
(659,418)
(2,204,664)

  
2,366,602
820,924


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





A Harper-Tee
Director

Date: 28 September 2022

The notes on pages 16 to 30 form part of these financial statements.

Page 10


VERVE PARTNERS HOLDINGS LIMITED
REGISTERED NUMBER:06774021

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021

2021
Unaudited
2020
Note
£
£

Fixed assets
  

Investments
 14 
1,119
1,071

Current assets
  

Debtors: amounts falling due within one year
 15 
2,781,458
3,181,038

Creditors: amounts falling due within one year
 17 
(201,875)
(601,846)

Net current assets
  
 
 
2,579,583
 
 
2,579,192

Total assets less current liabilities
  
2,580,702
2,580,263

  

  

Net assets
  
2,580,702
2,580,263


Capital and reserves
  

Called up share capital 
 20 
2,794
2,739

Share premium account
 21 
2,981,668
2,981,284

Profit and loss account
 21 
(403,760)
(403,760)

  
2,580,702
2,580,263


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 





A Harper-Tee
Director

Date: 28 September 2022

The notes on pages 16 to 30 form part of these financial statements.

Page 11


VERVE PARTNERS HOLDINGS LIMITED


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021


Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2020
2,728
2,981,254
-
(3,034,717)
(50,735)



Profit for the year
-
-
-
830,053
830,053

Currency translation differences
-
-
41,565
-
41,565

Shares issued during the year
11
30
-
-
41



At 1 January 2021
2,739
2,981,284
41,565
(2,204,664)
820,924



Profit for the year
-
-
-
1,545,246
1,545,246

Currency translation differences
-
-
(7)
-
(7)

Shares issued during the year
55
384
-
-
439


At 31 December 2021
2,794
2,981,668
41,558
(659,418)
2,366,602


The notes on pages 16 to 30 form part of these financial statements.

Page 12


VERVE PARTNERS HOLDINGS LIMITED


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021


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

£
£
£
£


At 1 January 2020
2,728
2,981,254
(403,760)
2,580,222

Profit for the year
-
-
-
-

Shares issued during the year
11
30
-
41



At 1 January 2021
2,739
2,981,284
(403,760)
2,580,263

Profit for the year
-
-
-
-

Shares issued during the year
55
384
-
439


At 31 December 2021
2,794
2,981,668
(403,760)
2,580,702


The notes on pages 16 to 30 form part of these financial statements.

Page 13


VERVE PARTNERS HOLDINGS LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2021

2021
Unaudited
2020
£
£

Cash flows from operating activities

Profit for the financial year
1,545,246
830,053

Adjustments for:

Depreciation of tangible assets
43,191
86,225

Loss on disposal of tangible assets
(781)
-

Interest paid
33,111
47,880

Interest received
(1,320)
(96)

Taxation charge
276,723
138,367

(Increase) in debtors
(543,141)
(815,492)

Increase in creditors
187,226
450,245

Corporation tax (paid)/received
(18)
-

Net cash generated from operating activities

1,540,237
737,182


Cash flows from investing activities

Purchase of tangible fixed assets
(71,323)
(50,235)

Sale of tangible fixed assets
781
-

Interest received
1,320
96

Net cash from investing activities

(69,222)
(50,139)

Cash flows from financing activities

Issue of ordinary shares
395
41

New secured loans
-
200,000

Repayment of loans
(23,333)
-

Other new loans
-
83,080

Repayment of other loans
(83,080)
-

Interest paid
(33,111)
(47,880)

Net cash used in financing activities
(139,129)
235,241

Net increase in cash and cash equivalents
1,331,886
922,284
Page 14


VERVE PARTNERS HOLDINGS LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021


2021
2020

£
£



Cash and cash equivalents at beginning of year
1,177,234
213,333

Foreign exchange gains and losses
(22)
41,617

Cash and cash equivalents at the end of year
2,509,098
1,177,234


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,509,098
1,177,234

2,509,098
1,177,234



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2021




At 1 January 2021
Cash flows
At 31 December 2021
£

£

£

Cash at bank and in hand

1,177,234

1,331,864

2,509,098

Debt due after 1 year

(176,667)

40,000

(136,667)

Debt due within 1 year

(118,746)

66,217

(52,529)



881,821
1,438,081
2,319,902

The notes on pages 16 to 30 form part of these financial statements.

Page 15


VERVE PARTNERS HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

1.


GENERAL INFORMATION

Verve Partners Holding Limited (Company registration number 06774021) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 7 Bell Yard, London, England, WC2A 2JR. 

2.ACCOUNTING POLICIES

 
2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

BASIS OF CONSOLIDATION

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.

 
2.3

GOING CONCERN

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 16


VERVE PARTNERS HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.ACCOUNTING POLICIES (continued)

 
2.4

FOREIGN CURRENCY TRANSLATION

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.

 
2.5

REVENUE

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.

 
2.6

OPERATING LEASES: THE GROUP AS LESSEE

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 17


VERVE PARTNERS HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.ACCOUNTING POLICIES (continued)

 
2.7

GOVERNMENT GRANTS

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.

 
2.8

INTEREST INCOME

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

FINANCE COSTS

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.11

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

Page 18


VERVE PARTNERS HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.ACCOUNTING POLICIES (continued)

 
2.12

CURRENT AND DEFERRED TAXATION

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company 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 reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.13

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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:

Short-term leasehold property
-
20%
per annum
Fixtures and fittings
-
33%
per annum and 20% per annum

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.14

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 19


VERVE PARTNERS HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.ACCOUNTING POLICIES (continued)

 
2.15

DEBTORS

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

 
2.16

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

CREDITORS

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

 
2.18

PROVISIONS FOR LIABILITIES

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 profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting 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.

 
2.19

FINANCIAL INSTRUMENTS

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 ordinary shares.


3.



JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Preparation of the financial statements requires management to make significant judgments and estimates.
Income from fixed term or fixed scope agreements is recognised in accordance with the progress through the contract at the reporting date. The directors consider the way in which services are delivered over the period of the agreement in determining this position.

Page 20


VERVE PARTNERS HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

4.


TURNOVER

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


2021
Unaudited
2020
£
£

Market research services
10,508,518
8,149,898

10,508,518
8,149,898


Analysis of turnover by country of destination:

2021
Unaudited
2020
£
£

United Kingdom
9,009,708
6,672,258

Rest of the world
1,498,810
1,477,640

10,508,518
8,149,898



5.


OTHER OPERATING INCOME

2021
Unaudited
2020
£
£

Government grants receivable
82,577
210,314

82,577
210,314



6.


OPERATING PROFIT

The operating profit is stated after charging:

2021
Unaudited
2020
£
£

Exchange differences
46,323
49,418

Other operating lease rentals
59,735
282,552

Page 21


VERVE PARTNERS HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

7.


AUDITORS' REMUNERATION

2021
Unaudited
2020
£
£


Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements
12,000
-


FEES PAYABLE TO THE GROUP'S AUDITOR AND ITS ASSOCIATES IN RESPECT OF:


Taxation compliance services
1,750
1,500

All other services
3,000
4,250

4,750
5,750


8.


EMPLOYEES

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


Group
Group
Company
Company
2021
Unaudited
2020
2021
Unaudited
2020
£
£
£
£


Wages and salaries
4,461,158
3,932,896
8,692
9,247

Social security costs
351,510
303,772
-
-

Cost of defined contribution scheme
95,780
65,539
-
-

4,908,448
4,302,207
8,692
9,247


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



Group
Group
Company
Company
        2021
   Unaudited
2020
        2021
   Unaudited
2020
            No.
            No.
            No.
            No.









102
85
6
6

Page 22


VERVE PARTNERS HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

9.


DIRECTORS' REMUNERATION

2021
Unaudited
2020
£
£

Directors' emoluments
437,781
290,555

Group contributions to defined contribution pension schemes
2,634
2,630

440,415
293,185


During the year retirement benefits were accruing to 2 directors (2020: 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £213,552 (2020: £153,512).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,316 (2020: £1,314).


10.


INTEREST RECEIVABLE

2021
Unaudited
2020
£
£


Other interest receivable
1,320
96

1,320
96


11.


INTEREST PAYABLE AND SIMILAR EXPENSES

2021
Unaudited
2020
£
£


Bank interest payable
-
532

Other loan interest payable
33,111
45,030

Other interest payable
-
2,318

33,111
47,880

Page 23


VERVE PARTNERS HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

12.


TAXATION


2021
Unaudited
2020
£
£

CORPORATION TAX


Current tax on profits for the year
205,144
18


205,144
18


TOTAL CURRENT TAX
205,144
18

DEFERRED TAX


Origination and reversal of timing differences
91,637
162,630

Changes to tax rates
(20,810)
(24,134)

Adjustments in respect of prior periods
752
(147)

TOTAL DEFERRED TAX
71,579
138,349


TAXATION ON PROFIT ON ORDINARY ACTIVITIES
276,723
138,367

FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is lower than (2020: lower than) the standard rate of corporation tax in the UK of 19% (2020: 19%). The differences are explained below:

2021
Unaudited
2020
£
£


Profit on ordinary activities before tax
1,821,969
968,420


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2020: 19%)
346,174
184,000

EFFECTS OF:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
205
119

Capital allowances for year in excess of depreciation
(2,192)
666

Adjustments to tax charge in respect of prior periods
752
(147)

Non-taxable income
(69,397)
(22,136)

Remeasurement due to changes in tax rates
1,181
(24,135)

TOTAL TAX CHARGE FOR THE YEAR
276,723
138,367

Page 24


VERVE PARTNERS HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
 
12.TAXATION (CONTINUED)


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

The UK corporation tax rate will rise from 19% to 25% in 2023 and this was substantively enacted on 24 May 2021. Accordingly, this rate will be used to measure any deferred tax assets and liabilities in future reporting periods.


13.


TANGIBLE FIXED ASSETS

Group






Short-term leasehold property
Fixtures and fittings
Total

£
£
£



COST OR VALUATION


At 1 January 2021
75,524
186,773
262,297


Additions
-
71,323
71,323


Disposals
(75,524)
(16,777)
(92,301)


Exchange adjustments
-
442
442



At 31 December 2021

-
241,761
241,761



DEPRECIATION


At 1 January 2021
74,216
112,198
186,414


Charge for the year on owned assets
1,308
41,883
43,191


Disposals
(75,524)
(16,777)
(92,301)


Exchange adjustments
-
427
427



At 31 December 2021

-
137,731
137,731



NET BOOK VALUE



At 31 December 2021
-
104,030
104,030



At 31 December 2020
1,308
74,575
75,883

Page 25


VERVE PARTNERS HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

14.


FIXED ASSET INVESTMENTS

Company





Investments in subsidiary companies

£



COST OR VALUATION


At 1 January 2021
1,071


Additions
48



At 31 December 2021
1,119





SUBSIDIARY UNDERTAKINGS


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Verve Partners Limited
(1)
Ordinary
100%
Verve Partners Holdings (Australia) Limited (Dormant)
(2)
Ordinary
100%
Verve North America, Inc
(3)
Ordinary
100%
Verve Noth America (Canada), Inc
(4)
Ordinary
100%
Verve Partners Ventures Limited (Dormant)
(2)
Ordinary
100%
Verve Insights Africa (Pty) Ltd
(5)
Ordinary
100%

The registered office address of the subsidiary entities are as follows:
1: 1 Paris Garden, London, England, SE1 8ND
2: 7 Bell Yard, London, England, WC2A 2JR
3: Verve North America, Inc- 444 W Lake St, Suite 1700, Chicago, IL 60606
4. 65 Queen Street West, Suite 700, Toronto, Ontario, M5H 2M5, Canada
5. Workshop 17 Firestation, 16 Baker Street, Rosebank, Johannesburg, 2196
All subsidiaries are held directly. 

Page 26


VERVE PARTNERS HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

15.


DEBTORS

Group
Group
Company
Company
2021
Unaudited
2020
2021
Unaudited
2020
£
£
£
£


Trade debtors
2,361,921
1,745,417
-
-

Amounts owed by group undertakings
-
-
2,781,458
3,181,038

Other debtors
278,983
423,005
-
-

Prepayments and accrued income
857,382
786,723
-
-

Deferred taxation
-
66,650
-
-

3,498,286
3,021,795
2,781,458
3,181,038


Amounts owed by group undertakings are non-interest bearing and repayable upon demand.


16.


CASH AND CASH EQUIVALENTS

Group
Group
Company
Company
2021
Unaudited
2020
2021
Unaudited
2020
£
£
£
£

Cash at bank and in hand
2,509,098
1,177,234
-
-

2,509,098
1,177,234
-
-



17.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
Group
Company
Company
2021
Unaudited
2020
2021
Unaudited
2020
£
£
£
£

Bank loans
40,000
23,333
-
-

Other loans
-
83,080
-
-

Trade creditors
1,000,843
464,561
-
-

Amounts owed to group undertakings
-
-
69
69

Corporation tax
205,144
18
-
-

Other taxation and social security
416,262
507,531
-
-

Other creditors
530,767
819,901
200,029
600,000

Accruals and deferred income
1,410,200
1,378,897
1,777
1,777

3,603,216
3,277,321
201,875
601,846


Amounts owed to group undertakings are non-interest bearing and repayable upon demand.

Page 27


VERVE PARTNERS HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

18.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
Group
Company
Company
2021
Unaudited
2020
2021
Unaudited
2020
£
£
£
£

Bank loans
136,667
176,667
-
-

136,667
176,667
-
-





19.


DEFERRED TAXATION


Group



2021
Unaudited
2020


£

£






At beginning of year
66,650
204,999


Charged to profit or loss
(71,579)
(138,349)



AT END OF YEAR
(4,929)
66,650

Group
Group
2021
Unaudited
2020
£
£

Accelerated capital allowances
(6,040)
4,229

Tax losses carried forward
-
21,550

Short term timing differences
1,111
40,871

(4,929)
66,650


20.


SHARE CAPITAL

2021
Unaudited
2020
£
£
ALLOTTED, CALLED UP AND FULLY PAID



2,068 (2020: 2,068) Ordinary 'A' shares of £1.00 each
2,068
2,068
694 (2020: 650) Ordinary 'B' shares of £1.00 each
694
650
3,242 (2020: 2,100) Ordinary 'C' shares of £0.01 each
32
21

2,794

2,739

Page 28


VERVE PARTNERS HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

20.SHARE CAPITAL (CONTINUED)


During the year 978 Ordinary 'C' shares were issued at nominal value. Additionally, during the year 164 Ordinary 'C' shares were issued with aggregate consideration of £385. Furthermore, during the year 44 Ordinary 'B' shares were issued at nominal value.


21.


RESERVES

Share premium account

The share premium account includes any premiums received on issue of share capital.

Foreign exchange reserve

The foreign exchange reserve is the unrealised cumulative net gains and losses on the translation of net assets and results of subsidiary undertakings which have a functional currency other than the Pound Sterling.

Profit and loss account

The profit and loss account includes all current and prior period accumulated profits and losses.


22.


SHARE BASED PAYMENTS

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 (2020: Nil) Class 'B' and Nil (2020: Nil) Class 'C' share options were issued.
During the year 44 (2020: Nil) Class 'B' and 1,142 (2020: 1,039) Class 'C' share options were exercised.
During the year Nil (2020: Nil) Class 'B' and Nil (2020: Nil) Class 'C' share options lapsed.
At 31 December 2021 129, (2020: 173) Class 'B' and 28,474 (2020: 29,616) Class 'C' share options were outstanding.


23.


PENSION COMMITMENTS

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £95,780 (2020: £65,539). Contributions totalling £12,462 (2020: £12,306) were payable to the fund at the reporting date and are included in creditors. 

Page 29


VERVE PARTNERS HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

24.


COMMITMENTS UNDER OPERATING LEASES

At 31 December 2021 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2021
Unaudited
2020
GROUP
£
£


Not later than 1 year
14,850
32,226

14,850
32,226


25.


RELATED PARTY TRANSACTIONS

The company 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.
The directors N Brown and G Westmore have a charge over all intellectual property. 


26.


CONTROLLING PARTY

The Company is controlled by A G Cooper, a director and shareholder of the company. 

 
Page 30