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 - Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures	1 January 2026
Annual Improvements to IFRS Accounting Standards - Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS7	1 January 2026
Contracts Referencing Nature-dependent Electricity - Amendments to IFRS 9 and IFRS 7	1 January 2026
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 21	1 January 2027

 

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 £'000	2024 £'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 £'000	2024 £'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 Number	2024 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 2025 £'000	Other benefits 2025 £'000	Total 2025 £'000
David Buchler	45	-	45
Nick Lander	8	2	10
Michael Tzirki	188	2	190
	241	4	245

 

	as restated Salaries & fees 2024 £'000	as restated Other benefits 2024 £'000	as restated Total 2024 £'000
David Buchler	45	-	45
Nick Lander Michael Tzirki	9 184	1 2	10 186
	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.

 

	Food manufacturing 2025 £'000	Investing and management services 2025 £'000	Total 2025 £'000
Revenue	52,700	-	52,700
Profit before tax(1)	6,711	35	6,746
	Food manufacturing 2024 £'000	Investing and management services 2024 £'000	Total 2024 £'000
Revenue	49,040	-	49,040
Profit/(loss) before tax(1)	6,171	166	6,337

 

 

	Food manufacturing 2025 £'000	Investing and management services 2025 £'000	Total 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
	Food manufacturing 2024 £'000	Investing and management services 2024 £'000	Total 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	Food manufacturing 2025 £'000	Investing and management services 2025 £'000	Total 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	Food manufacturing 2024 £'000	Investing and management services 2024 £'000	Total 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 location of customers		Non-current assets by 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 £'000	2024 £'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 £'000	2024 £'000
Profit before tax	6,746	6,337
Expected tax charge based on the prevailing rate of corporation tax in the UK of 25% (2024 - 25%)	1,687	1,584
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 £'000	2024 £'000
Profit/(loss) attributable to equity holders of the parent company: From continuing operations From discontinued operations	4,162 -	3,985 (18)

 

EEa Weighted average number of shares for the purposes of earnings per share:	2025 No.	2024 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:

           

Name	Registered address	Principal Activity	Proportion of ownership interest in ordinary shares at 31 December 2025
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 Property £'000	Plant & Machinery £'000	Total £'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 £'000	2024 £'000
Raw materials                                 Finished products	3,333 2,877	2,573 3,662
	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 £'000	2024 £'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 £'000	2024 £'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 £'000	2024 £'000
Denominated in sterling	9,874	7,712
	9,874	7,712

 

The ageing analysis of trade receivables is disclosed below:

 

	2025 £'000	2024 £'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 £'000	2024 £'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 £'000	2024 £'000
Current asset investments	4,950	2,789

 

 

16    Trade and other payables (current)

	2025 £'000	2024 £'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 £'000	2024 £'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	Cash flow	Repayment of borrowings	Other non- cash items	Net cash at 31 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 £'000	2024 £'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 £'000	2024             £'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 £'000	2024 £'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 £'000	2024 £'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 £'000	2024 £'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 £'000	2024 £'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 Number	2025 £'000	2024 Number	2024 £'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                      Number	2025 £'000	2024 Number	2024 £'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:

 

Name of subsidiary	2025 £'000	2024 £'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 £'000	2024 £'000
Non-current assets Current assets Non-current liabilities Current liabilities		7,591 22,164 (924) (8,602)		7,698 19,926    (840)    (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-