ACCOUNTS - Final Accounts preparation

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

Registered number: 03781267

VERVE GROUP LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

VERVE GROUP LIMITED

COMPANY INFORMATION

Directors	T E Pain
	R A Nicholson
	J A Watson


Company secretary	J A Watson


Registered number	03781267


Registered office	10 Blandford Street
	London
	W1U 4AZ


Independent auditors	Barnes Roffe Audit Limited
	Chartered Accountants & Statutory Auditor
	Leytonstone House
	3 Hanbury Drive
	London
	E11 1GA


Solicitors	Mishcon de Reya
	Africa House
	70 Kingsway
	London
	WC2B 6AH

VERVE GROUP LIMITED

CONTENTS

	Page
Directors' report	1 - 2
Independent auditors' report	3 - 6
Consolidated statement of comprehensive income	7
Consolidated statement of financial position	8 - 9
Company statement of financial position	10 - 11
Consolidated statement of changes in equity	12
Company statement of changes in equity	13
Notes to the financial statements	14 - 31

VERVE GROUP LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors

The directors who served during the year were:

T E Pain

R A Nicholson

J A Watson

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.

Auditors

The auditors, Barnes Roffe Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 1

VERVE GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

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

T E Pain

Director

Date: 18 July 2025

Page 2

VERVE GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VERVE GROUP LIMITED

Opinion

We have audited the financial statements of Verve Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The 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 2024 and of the Group's loss 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.

Page 3

VERVE GROUP LIMITED

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

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.

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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' report has 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 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; or

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Group strategic report.

Page 4

VERVE GROUP LIMITED

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

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 1, 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.

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:

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the industry, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax, payroll tax and value added tax.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:

∙Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

∙Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;

∙Reviewing the financial statements and testing the disclosures against supporting documentation;

∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies;

∙Inspecting and testing journal entries to identify unusual or unexpected transactions;

∙Assessing whether judgement and assumptions made in determining significant accounting estimates were indicative of management bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

Page 5

VERVE GROUP LIMITED

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

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.

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 2006. Our 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.

Selven Iyaroo (Senior statutory auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants

Statutory Auditor

Leytonstone House

3 Hanbury Drive

London

E11 1GA

18 July 2025

Page 6

VERVE GROUP LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	Continuing operations	Discontin'd operations	Total	Continuing operations	Discontinued operations	Total
	2024	2024	2024	2023	2023	2023
Note	£	£	£	£	£	£


Turnover	4	2,658,867	195,222	2,854,089	2,503,581	250,504	2,754,085
Cost of sales		(421,035)	(85,355)	(506,390)	(554,576)	(94,289)	(648,865)
Gross profit		2,237,832	109,867	2,347,699	1,949,005	156,215	2,105,220
Administrative expenses		(1,436,511)	(147,404)	(1,583,915)	(1,637,024)	(160,365)	(1,797,389)
Exceptional administrative expenses	5	58,645	-	58,645	64,963	-	64,963
Fair value movements		(2,924,783)	-	(2,924,783)	286,126	-	286,126
Operating (loss)/profit	6	(2,064,817)	(37,537)	(2,102,354)	663,070	(4,150)	658,920
(Loss)/profit on disposal of investments		(48,247)	-	(48,247)	-	-	-
Interest receivable and similar income	10	8,438	-	8,438	14,131	-	14,131
Interest payable and similar expenses	11	(795,018)	-	(795,018)	(795,938)	-	(795,938)
Loss before taxation		(2,899,644)	(37,537)	(2,937,181)	(118,737)	(4,150)	(122,887)
Tax on loss	12	794,498	-	794,498	(65,784)	-	(65,784)
Loss for the financial year		(2,105,146)	(37,537)	(2,142,683)	(184,521)	(4,150)	(188,671)

(Loss) for the year attributable to:
Owners of the parent Company	(2,105,146)	(37,537)	(2,142,683)	(184,521)	(4,150)	(188,671)
	(2,105,146)	(37,537)	(2,142,683)	(184,521)	(4,150)	(188,671)

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 14 to 31 form part of these financial statements.

Page 7

VERVE GROUP LIMITED

REGISTERED NUMBER: 03781267

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	14		44,886		57,897
Investments	15		9,512		11,029
Investment property	16		21,846,835		25,767,501
			21,901,233		25,836,427
Current assets
Debtors: amounts falling due within one year	17	3,022,723		3,265,344
Cash at bank and in hand	18	2,502,509		1,868,173
		5,525,232		5,133,517
Creditors: amounts falling due within one year	19	(3,212,968)		(2,625,154)
Net current assets			2,312,264		2,508,363
Total assets less current liabilities			24,213,497		28,344,790
Creditors: amounts falling due after more than one year	20		(12,000,000)		(13,000,000)
Provisions for liabilities
Deferred taxation	22		(989,235)		(1,977,845)
Net assets			11,224,262		13,366,945

Capital and reserves
Called up share capital	23	20,003	20,003
Share premium account	24	89,998	89,998
Other reserves	24	3,915,015	6,865,310
Retained earnings	24	7,199,246	6,391,634
		11,224,262	13,366,945

Page 8

VERVE GROUP LIMITED

REGISTERED NUMBER: 03781267

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The Group's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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

J A Watson

Director

Date: 18 July 2025

The notes on pages 14 to 31 form part of these financial statements.

Page 9

VERVE GROUP LIMITED

REGISTERED NUMBER: 03781267

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	14		35,247		45,056
Investments	15		9,517		11,035
			44,764		56,091
Current assets
Debtors: amounts falling due within one year	17	18,518,225		20,015,588
Cash at bank and in hand	18	1,066,485		691,088
		19,584,710		20,706,676
Creditors: amounts falling due within one year	19	(4,812,710)		(5,054,578)
Net current assets			14,772,000		15,652,098
Total assets less current liabilities			14,816,764		15,708,189

Creditors: amounts falling due after more than one year	20		(12,000,000)		(13,000,000)
Provisions for liabilities
Deferred taxation	22		(10,404)		(10,404)
Net assets			2,806,360		2,697,785

Capital and reserves
Called up share capital	23	20,003	20,003
Share premium account	24	89,998	89,998
Other reserves	24	18,988	18,988
Retained earnings	24	2,677,371	2,568,796
		2,806,360	2,697,785

Page 10

VERVE GROUP LIMITED

REGISTERED NUMBER: 03781267

COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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

J A Watson

Director

Date: 18 July 2025

The notes on pages 14 to 31 form part of these financial statements.

Page 11

VERVE GROUP LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Non-distributable reserves	Retained earnings	Total equity
	£	£	£	£	£
At 1 January 2023	20,003	89,998	8,024,418	6,921,197	15,055,616
Comprehensive income for the year
Loss for the year	-	-	-	(188,671)	(188,671)
Surplus on revaluation of investment properties transferred to non-distributable reserve	-	-	297,774	(297,774)	-
Realised revaluation reserve on disposal of investment properties	-	-	(1,434,051)	1,434,051	-
Movement in deferred tax on revaluation of investment properties recognised in income statement	-	-	(22,831)	22,831	-
Dividends: Equity capital	-	-	-	(1,500,000)	(1,500,000)

At 1 January 2024	20,003	89,998	6,865,310	6,391,634	13,366,945
Comprehensive income for the year
Loss for the year	-	-	-	(2,142,683)	(2,142,683)
Deficit on revaluation of investment properties transferred to non-distributable reserves	-	-	(2,923,266)	2,923,266	-
Realised revaluation reserve on disposal of investment properties	-	-	(831,857)	831,857	-
Movement in deferred tax on revaluation of investment properties recognised in income statement	-	-	804,828	(804,828)	-
At 31 December 2024	20,003	89,998	3,915,015	7,199,246	11,224,262

The notes on pages 14 to 31 form part of these financial statements.

Page 12

VERVE GROUP LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Non-distributable reserves	Retained earnings	Total equity
	£	£	£	£	£
At 1 January 2023	20,003	89,998	18,988	1,804,012	1,933,001
Comprehensive income for the year
Profit for the year	-	-	-	2,264,784	2,264,784
Dividends: Equity capital	-	-	-	(1,500,000)	(1,500,000)

At 1 January 2024	20,003	89,998	18,988	2,568,796	2,697,785
Comprehensive income for the year
Profit for the year	-	-	-	108,575	108,575
At 31 December 2024	20,003	89,998	18,988	2,677,371	2,806,360

The notes on pages 14 to 31 form part of these financial statements.

Page 13

VERVE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Verve Group Limited ("the Company") is a private company limited by shares and incorporated in England and Wales. The registered office of the Company is 10 Blandford Street, London W1U 4AZ.
The principal activity of the Company and its subsidiaries (together "the Group") is that of rental of investment property and the provision of hospitality services.

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

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue principally comprises income recognised by the Group in respect of rent charged and other ancillary services supplied during the year, exclusive of Value Added Tax and trade discounts.
Rental income is recognised on a straight line basis over the term of the lease. Amounts invoiced in advance of a tenancy period are deferred accordingly and recognised as income in the period to which they relate.
Event revenue is recognised on the date of an event taking place and related costs are charged to the income statement on the same basis. Amounts invoiced in advance of a event taking place are deferred accordingly and recognised as income in the period to which they relate.

Page 14

VERVE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Going concern

The financial statements have been prepared on the going concern basis.
The directors consider the going concern basis to be appropriate because they have reviewed the Group's and the Company's cash flow forecasts and considered the impact on going concern, concluding that the going concern basis remains an appropriate basis of preparation for these fiancial statements given the likely cash flow impact of operations 12 months from the date of approval of these financial statements.
The directors understand that the Group is currently in a strong financial position with positive cash reserves. In addition, the Group's loan facility has been renewed subsequent to the year end.
The directors have assumed that the Group, and the Company, will continue to operate and that the Group will be able to meets its ongoing liabilities as and when they fall due. Accordingly, the Group's financial statements are prepared on the going concern basis and do not included any adjustments that woudl be required in the event that the Group were unable to meet its liabilities as they fall due.

2.5

Operating leases: the Group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

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.

2.7

Interest income

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

2.8

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.

2.9

Borrowing costs

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

Page 15

VERVE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

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.

2.11

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; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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.

2.12

Exceptional items

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

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.

Page 16

VERVE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.13

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following bases:

Long-term leasehold property	-	15%	straight line
Plant and machinery	-	50%	straight line
Motor vehicles	-	25%	straight line
Fixtures and fittings	-	25%	straight line
Office equipment	-	25%	straight line

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

Investment property

Investment properties, which is property held to earn rentals and/or for capital appreciation, including property under construction for such purposes, is measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment properties are included in profit or loss in the period in which they arise, including the corresponding tax effect.
Investment properties are internally valued on an annual basis by the Company's directors who are professionally qualified to do so as members of the Royal Institute of Chartered Surveyors (RICS) in the UK.
Fair values are determined based on comparable sales to owner occupiers and open market lettings using a yield methodology. The latter uses open market rental values capitalised at a market capitalisation rate but there is an inevitable degree of judgement involved in that each property is unique and value can only ultimately be reliably tested in the market itself.
Investment properties are derecognised either when they have been disposed of (i.e. at the date the recipient obtains control) or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition.

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

Page 17

VERVE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment.

2.17

Cash and cash equivalents

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

2.18

Creditors

Short-term creditors are measured at the transaction price.

2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.20

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 18

VERVE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The directors make certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the nest financial year are discussed below.
Significant judgements
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in financial statements.
Going concern
Significant judgement is required in the Group's assessment of its use of the going concern basis, and further information on this is included in note 2.2. These include preparing cashflow forecast, and budgets and timing of events held in next accounting period.
Critical accounting estimates
Investment properties
As described in note 15 to the financial statements, investment properties are stated at fair value based on the valuation performed by the directors using the yield methodology. This uses market rental values capitalised at a market capitalisation rate but there is an inevitable degree of judgement involved in that each property is unique and value can only ultimately be reliably tested in the market itself. Key estimated inputs into the valuations are:
- Annual rent per square meter
- Capitalisation rate

Rent receivable	2,388,257	2,203,912
Sales	418,848	501,740
Commissions receivable	26,966	45,628
Other income	20,018	2,805
	2,854,089	2,754,085

All turnover arose within the United Kingdom.

Page 19

VERVE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

5.	Exceptional items
		2024	2023
		£	£

Profit on sale of investment property

58,645

64,963

	Depreciation of tangible fixed assets	13,011	28,993
	Defined contribution pension costs	34,349	42,362

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements	9,950	9,300
Fees payable to the Company's auditors for the audit of the audit of the fiancial statements of the Company's subsidiaries
The auditing of accounts of associates of the Company	27,550	32,450
Taxation services	8,175	8,900

Employees

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

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Staff	29	29	5	5

Page 20

VERVE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Directors' remuneration
		2024	2023
		£	£

	Directors' emoluments	374,765	360,214

The highest paid director received remuneration of £321,015 (2022: £313,433).

10.	Interest receivable
		2024	2023
		£	£

Other interest receivable

8,438

14,131

11.	Interest payable and similar expenses
		2024	2023
		£	£

Bank interest payable

795,018

795,938

Corporation tax
Current tax on profits for the year	194,112	-
Total current tax	194,112	-

Deferred tax
Origination and reversal of timing differences	(183,782)	42,953
Changes to tax rates	(804,828)	22,831
Total deferred tax	(988,610)	65,784


		(794,498)	65,784

Page 21

VERVE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Taxation (continued)

Loss on ordinary activities before tax

(2,937,181)

(122,887)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	(734,295)	(30,722)
Effects of:
Non-taxable income less expenses not deductible for tax purposes, other than goodwill amortisation and impairment	745,343	(64,730)
Capital allowances for year in excess of depreciation	(70,712)	(96,973)
Utilisation of tax losses	-	(15,563)
Capital gains	121,602	156,859
Movement in deferred tax	(988,610)	65,784
Unrelieved tax losses carried forward	132,174	51,129
Total tax charge for the year	(794,498)	65,784

Factors that may affect future tax charges

The Group has taxable losses of £1,178,011 available for offset against future taxable profits.

13.	Parent company profit for the year

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 profit after tax of the parent Company for the year was £108,575 (2023 - £2,264,784).

Page 22

VERVE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Tangible fixed assets
	Group

	Long-term leasehold property	Plant and machinery	Motor vehicles	Fixtures, fittings and office equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	71,882	15,148	48,219	235,765	371,014
Disposal of subsidiary	-	-	-	(54,447)	(54,447)
At 31 December 2024	71,882	15,148	48,219	181,318	316,567
Depreciation
At 1 January 2024	71,881	13,847	20,536	206,853	313,117
Charge for the year on owned assets	-	558	5,994	6,459	13,011
Disposal of subsidiary	-	-	-	(54,447)	(54,447)
At 31 December 2024	71,881	14,405	26,530	158,865	271,681
Net book value
At 31 December 2024	1	743	21,689	22,453	44,886
At 31 December 2023	1	1,301	27,683	28,912	57,897

The net book value of land and buildings may be further analysed as follows:
	2024	2023
	£	£

	Long leasehold	1	1

Page 23

VERVE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.Tangible fixed assets (continued)

	Company

	Long-term leasehold property	Motor vehicles	Fixtures and fittings	Office equipment	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2024	71,882	48,219	49,700	91,491	261,292
At 31 December 2024	71,882	48,219	49,700	91,491	261,292
Depreciation
At 1 January 2024	71,881	20,536	37,117	86,702	216,236
Charge for the year on owned assets	-	5,994	-	3,815	9,809
At 31 December 2024	71,881	26,530	37,117	90,517	226,045
Net book value
At 31 December 2024	1	21,689	12,583	974	35,247
At 31 December 2023	1	27,683	12,583	4,789	45,056

The net book value of land and buildings may be further analysed as follows:
	2024	2023
	£	£

	Long leasehold	1	1

Page 24

VERVE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Fixed asset investments
	Group

		Listed investments
		£
	Cost or valuation
	At 1 January 2024	11,029
	Revaluations	(1,517)
	At 31 December 2024	9,512

	Company

	Investments in subsidiary companies	Listed investments	Total
	£	£	£
Cost or valuation
At 1 January 2024	6	11,029	11,035
Disposals	(1)	-	(1)
Revaluations	-	(1,517)	(1,517)
At 31 December 2024	5	9,512	9,517

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

Verve Developments Limited	10 Blandford Street, London W1U 4AZ	Property investment and rentals	Ordinary	100%
Verve Properties Limited	As above	Property investment and rentals	Ordinary	100%
Verve Investments Limited	As above	Property investment and rentals	Ordinary	100%

Page 25

VERVE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Investment property
	Group

		Freehold investment property
		£
	Valuation
	At 1 January 2024	25,767,501
	Additions at cost	1,111,600
	Disposals	(2,109,000)
	Surplus on revaluation	(2,923,266)
	At 31 December 2024	21,846,835

The 2024 valuations were made by the directors, on an open market value for existing use basis. The 2024 valuations were made by T E Pain, a director of the Company who is professionally qualified and a member of RICS. The significant assumptions made relating to the valuation at 31 December 2024 are given in note 3.

If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
	2024	2023
	£	£

At 1 January	17,574,078	19,215,300
Additions	1,111,600	1,174,727
Disposals	(1,277,143)	(2,815,949)
	17,408,535	17,574,078

The 2024 valuations were made by the directors, on an open market value for existing use basis.

Page 26

VERVE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Trade debtors	1,409,778	867,463	32	32
Amounts owed by group undertakings	-	-	18,201,040	19,596,785
Other debtors	1,405,088	2,271,758	268,931	382,643
Prepayments and accrued income	207,857	126,123	48,222	36,128
	3,022,723	3,265,344	18,518,225	20,015,588

In 2019, the Group entered into sales and purchase agreement for some of its investment properties for a consideration of £4,332,955 being £2,725,040 cash payment and a non-monetary consideration of £1,607,915, of which £1,462,634 has been settled by the year end. The balance of £145,281 is anticipated to be settled in 2025 via the grant of a long leasehold when the property development at the site is completed.
Included within amounts owed by group undertakings are loans totalling £12,000,000 (2023: £13,000,000). The loans are unsecured, bear interest at LIBOR + 1.25% (2023: LIBOR + 1.25%) and are repayable on demand.

18.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Cash at bank and in hand	2,502,509	1,868,173	1,066,485	691,088

19.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Other loans	90,000	90,000	90,000	90,000
Trade creditors	414,486	203,371	285,903	24,633
Amounts owed to group undertakings	-	-	4,180,597	4,618,912
Corporation tax	223,323	30,121	30,021	30,121
Other taxation and social security	219,882	417,713	48,078	34,600
Other creditors	776,287	506,403	2,881	14,057
Accruals and deferred income	1,488,990	1,377,546	175,230	242,255
	3,212,968	2,625,154	4,812,710	5,054,578

Page 27

VERVE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Bank loans	12,000,000	13,000,000	12,000,000	13,000,000

21.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Amounts falling due within one year
Other loans	90,000	90,000	90,000	90,000
Amounts falling due 2-5 years
Bank loans	12,000,000	13,000,000	12,000,000	13,000,000

	12,090,000	13,090,000	12,090,000	13,090,000

Bank loans are secured over the assets of a third party pledger who is a related company of the Group thorugh common ownership and control. The loans bear interest at LIBOR + 0.75% per annum (2023: LIBOR + 0.75%) and are fully repayable in March 2026. The directors consider that the carrying amount of the bank loans approximate to their fair value.

22.	Deferred taxation
	Group

	2024	2023
	£	£

At beginning of year	1,977,845	1,912,061
Charged to profit or loss	(988,610)	65,784
At end of year	989,235	1,977,845

Page 28

VERVE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.Deferred taxation (continued)

Company

	2024	2023
	£	£

At beginning of year	10,404	10,404
At end of year	10,404	10,404

The provision for deferred taxation is made up as follows:
	Group	Group	Company	Company
	2024	2023	2024	2023
	£	£	£	£

Accelerated capital allowances	-	597,328	5,863	5,863
Capital gains	989,235	1,470,463	4,541	4,541
Losses and other deductions	-	(89,946)	-	-
	989,235	1,977,845	10,404	10,404

23.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

13,000 (2023 - 13,000) "A" Ordinary shares of £1.00 each	13,000	13,000
7,000 (2023 - 7,000) "B" Ordinary shares of £1.00 each	7,000	7,000
1 (2023 - 1) "A" Special share of £1.00	1	1
2 (2023 - 2) "B" Special shares of £1.00 each	2	2

	20,003	20,003

The "A" and "B" Ordinary shares carry the right to one vote per share and the right to share in any distribution of profits or returns of capital.
The "A" and "B" Special shares do not carry the right to vote.

Page 29

VERVE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

24.

Reserves

Share premium account

This includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Non-distributable reserves

This includes the unrealised fair value gains on investment properties which are non-distributable profits.

Retained earnings

This reserve includes all current and prior period retained profits and losses net of dividends paid and other adjustments. which are considered distributable

25.	Discontinued operations
	On 20 December 2024, following a strategic review of the Group's structure, the Group completed the sale of Verve Events Limited. Results for this company have been disclosed separately on the face of the Statement of Comprehensive Income.
		£

Cash proceeds		-
Net assets disposed of:
Debtors	61,912
Cash	63,607
Creditors	(77,272)
		(48,247)
Loss on disposal before tax		(48,247)

	The net inflow of cash in respect of the sale of Verve Events Limited is as follows:
		£

	Cash consideration	-
	Cash transferred on disposal	(63,607)
	Net inflow of cash	(63,607)

26.	Pension commitments

The Group operates a defined contributions 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 £34,349 (2023: £42,362).

Page 30

VERVE GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

27.	Commitments under operating leases - Lessor
	The Group has entered into leases on its property portfolio, the leases typically have remaining lease terms between 5 months and 999 years and include clauses to enable periodic upward revisions of the rental charge according to prevailing market conditions. Some leases contain option to break before the end of the lease term. The Group has also entered into leases where it receives annual ground rent from the tenants. These leases typically have remaining lease terms between 247 to 999 years and have the same characteristics as the leases noted above.
	At 31 December 2024 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	1,718,359	1,921,209
Later than 1 year and not later than 5 years	4,610,491	5,307,538
Later than 5 years	40,189,564	37,214,396
	46,518,414	44,443,143

The Company had no commitments under non-cancellable operating leases at the balance sheet date.

28.

Related party transactions

The Group and Company has taken advantage of the exemptions provided by Section 33 of FRS 102 'Related Party Disclosures' and has not disclosed transactions entered into between two or more members of the Group provided that any subsidiary undertaking which is party to the transactions is wholly owned by a member of that group.
During the year the Group disposed of investment properties totalling £nil (2023 - £350,000) to a director and £nil (2023 - £350,000) to a director's spouse. All sales were arm's length transactions.
Key management personnel
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group. Key management personal are considered the directors of the Company. See note 8 for details of the directors' remuneration and other transactions in the year.

29.	Controlling party

The Company's immediate parent company is Hanaley Limited, a company domiciled and registered in Liechtenstein. Copies of the consolidated financial statements for that company are available at 10 Blandford Street, London W1U 4AZ.
The Company's ultimate controlling party is Valeura Holding Foundation, an entity domiciled in Liechtenstein.

Page 31

VERVE GROUP LIMITED

Page 32